mtch-20260430

April 30, 2026

A Letter From the CEO

Dear Stockholder:

You are invited to attend the Annual Meeting of

Stockholders of Match Group, Inc., which will be held on June

16, 2026, at 2:30 p.m., Eastern Time. The Annual Meeting will be

a virtual meeting, conducted solely online. Stockholders will be

able to attend the Annual Meeting by visiting

www.virtualshareholdermeeting.com/MTCH2026.

At the Annual Meeting, stockholders will be asked to:

(1) elect four directors, (2) approve, on a nonbinding advisory

basis, the compensation paid to our named executive officers in

2025, (3) approve the Match Group, Inc. Second Amended and

Restated 2024 Stock and Annual Incentive Plan and (4) ratify the

appointment of Ernst & Young as Match Group’s independent

Spencer Rascoff

CHIEF EXECUTIVE OFFICER

registered public accounting firm for the 2026 fiscal year. Match

Group’s Board of Directors (the "Board") believes that the

proposals being submitted for stockholder approval are in the

best interests of Match Group and its stockholders. The Board

recommends a vote for the election of each director and for the

other proposals.

It is important that your shares be represented and voted at

the Annual Meeting regardless of the size of your holdings.

Whether or not you plan to participate in the Annual Meeting

online, please take the time to vote online, by telephone or, if you

receive a printed proxy card, by returning a marked, signed and

dated proxy card. If you participate in the Annual Meeting online,

you may vote your shares online at that time if you wish, even if

you have previously submitted your vote.

Sincerely,

Spencer Rascoff

Chief Executive Officer

MATCH GROUP, INC.

8750 North Central Expressway, Suite 1400

Dallas, Texas 75231

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

Match Group, Inc. (“Match Group,” the “Company,” "we" or "our") is making this proxy statement available to

holders of our common stock in connection with the solicitation of proxies by Match Group’s Board of Directors

(the “Board”) for use at the Annual Meeting of Stockholders to be held on June 16, 2026, at 2:30 p.m., Eastern

Time (the “Annual Meeting”). The Annual Meeting will be a virtual meeting, conducted solely online. We believe

that a virtual meeting provides expanded access, improved communication, and cost savings. Stockholders will

be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/MTCH2026. At the Annual

Meeting, stockholders will be asked to:

1.elect four members of our Board, each to hold office for a one-year term ending on the date of the

annual meeting of stockholders in 2027 or until such director’s successor shall have been duly

elected and qualified (or, if earlier, such director’s removal or resignation from our Board of Directors);

2.hold an advisory vote to approve executive compensation;

3.approve the Match Group, Inc. Second Amended and Restated 2024 Stock and Annual Incentive

Plan;

4.ratify the appointment of Ernst & Young LLP as Match Group’s independent registered public

accounting firm for the 2026 fiscal year; and

5.transact such other business as may properly come before the Annual Meeting and any related

adjournments or postponements.

Match Group’s Board of Directors has set April 17, 2026 as the record date for the Annual Meeting. This

means that holders of record of our common stock at the close of business on that date are entitled to receive

notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or

postponements.

As permitted by applicable Securities and Exchange Commission rules, on or about April 30, 2026, we first

mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual

Meeting proxy statement and 2025 Annual Report online, as well as instructions on how to obtain printed copies

of these materials by mail.

Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To

participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2026, you will need the 16-

digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the

instructions that accompanied your proxy materials.

By order of the Board of Directors,

Sean Edgett

Chief Legal Officer and Secretary

April 30, 2026

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement may contain “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995. All statements that are not historical facts are “forward-looking statements.” The use

of words such as “anticipates,” “estimates,” “expects," "plans,” “believes,” "will," and "would," among others,

generally identify forward-looking statements.

These forward-looking statements include, among others, statements relating to: Match Group’s future

financial performance, Match Group’s business prospects and strategy, Match Group's corporate governance,

anticipated trends, and other similar matters. These forward-looking statements are based on management's

current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and

changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in

these forward-looking statements for a variety of reasons, including, among others: failure to retain existing users

or add new users, or if users do not convert to paying users; competition; risks related to our restructuring and

reorganization activities; our ability to attract and retain users through cost-effective marketing efforts; our reliance

on a variety of third-party platforms, in particular, mobile app stores; our ability to realize reductions in in-app

purchase fees; inappropriate actions by certain of our users could be attributed to us or may not be adequately

prevented by us; dependence on our key personnel; volatile global economic conditions; operational and financial

risks in connection with acquisitions; impairment charges related to our intangible assets; operations in various

international markets, including certain markets in which we have limited experience; foreign currency exchange

rate fluctuations; challenges in measuring our user metrics and other estimates; the limited operating history of

our newer brands and services makes it difficult to evaluate our current business and future prospects; impacts of

climate change; the integrity of our and third parties’ systems and infrastructure; cyberattacks on our systems and

infrastructure and cyberattacks experienced by third parties; our ability to access, collect, and use personal data

about our users; breaches or unauthorized access of personal and confidential or sensitive user information that

we maintain and store; challenges with properly managing the use of artificial intelligence; risks related to credit

card payments; risks related to our use of “open source” software; complex and evolving U.S., foreign, and

international laws and regulations; our ability to protect our intellectual property rights or accusations that we

infringe upon the intellectual property rights of others; adverse outcomes in litigation; risks related to our taxation

in multiple jurisdictions; risks related to our indebtedness; and risks relating to ownership of our common stock.

Certain of these and other risks and uncertainties are discussed in Match Group's filings with the Securities and

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

business, financial condition and results of operations may arise from time to time. In light of these risks and

uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place

undue reliance on these forward-looking statements, which only reflect the views of Match Group management as

of the date of this proxy statement. Match Group does not undertake to update these forward-looking statements.

PROXY STATEMENT

Questions and Answers About the Annual Meeting and Voting

Q:What is included in these proxy materials, and why am I receiving these proxy materials?

A:These proxy materials relate to the solicitation by the Board of Directors (the "Board") of Match Group, Inc.

("Match Group," the "Company," "we" or "our") of your proxy for use at our Annual Meeting to be held virtually

at www.virtualshareholdermeeting.com/MTCH2026. The following questions and answers provide guidance

on how to vote your shares.

Our Board is soliciting proxies for our Annual Meeting. You are receiving these proxy materials, which include

this Proxy Statement, the enclosed proxy card or voting instruction form, and the Annual Report, because

you owned shares of our common stock as of the close of business on April 17, 2026, the record date for the

Annual Meeting. These proxy materials are first being mailed on or about April 30, 2026 to stockholders of

record as of the record date. This proxy statement and our 2025 Annual Report will also be available at

www.proxyvote.com beginning on April 30, 2026.

You are invited to participate in the Annual Meeting online, and we request that you vote on the proposals

described in this Proxy Statement. However, you do not need to participate in the Annual Meeting to vote

your shares. Instead, you may simply complete, sign, date and return the enclosed proxy card or voting

instruction form or submit your proxy through the Internet or by telephone according to the instructions

contained in the Notice of Internet Availability of Proxy Materials, enclosed proxy card or voting instruction

form.

Due to possible delays in the postal system, we are encouraging all stockholders to vote electronically—by

Internet or by telephone—whenever possible.

Q:Why did I receive a Notice of Internet Availability of Proxy Materials?

A:In accordance with rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have

elected to deliver this proxy statement and our 2025 Annual Report to the majority of our stockholders online

in lieu of mailing printed copies of these materials to each of our stockholders. If you received a Notice of

Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive printed copies of our proxy

materials unless you request them. Instead, the Notice provides instructions on how to access this proxy

statement and our 2025 Annual Report online, as well as how to obtain printed copies of these materials by

mail. We believe that this process allows us to provide our stockholders with the information they need in a

more timely manner than if we had elected to mail printed materials, while reducing the environmental impact

of, and lowering the costs associated with, the printing and distribution of our proxy materials.

If you received a Notice by mail but would rather receive printed copies of our proxy materials, please follow

the instructions included in the Notice. You will not receive a Notice if you have previously elected to receive

printed copies of our proxy materials.

Q:Can I vote my shares by filling out and returning the Notice?

A:No. However, the Notice provides instructions on how to vote your shares by completing and submitting your

proxy online or by phone, by requesting and returning a written proxy card by mail or by voting at the Annual

Meeting online at www.virtualshareholdermeeting.com/MTCH2026.

Q:How do I participate in the Annual Meeting?

A:The Annual Meeting will be accessible only through the Internet. We have adopted a virtual format for the

Annual Meeting to make participation accessible for stockholders from any geographic location with Internet

connectivity.

To participate in the Annual Meeting, go to www.virtualshareholdermeeting.com/MTCH2026 and enter the

16-digit control number included in your Notice, your proxy card, or the instructions that accompanied your

proxy materials.

Stockholders may submit questions during the Annual Meeting at www.virtualshareholdermeeting.com/

MTCH2026. A copy of the rules of conduct will be available online at the Annual Meeting. We will address

questions applicable to Match Group, Inc.’s business during a question and answer session following the

conclusion of the formal portion of the Annual Meeting. If we receive substantially similar questions, we plan

to group such questions together and provide a single response to avoid repetition and allow time for

additional question topics.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15

minutes before the meeting. If you have difficulty accessing the meeting, please call the technical support

number posted on the meeting website.

Q:Who is entitled to vote at the Annual Meeting?

A:Holders of common stock of Match Group, Inc. as of the close of business on April 17, 2026, the record date

for the Annual Meeting established by the Board, are entitled to receive notice of the Annual Meeting and to

vote their shares at the Annual Meeting and any related adjournments or postponements.

At the close of business on April 17, 2026, there were 233,389,213 shares of Match Group common stock

outstanding and entitled to vote. Holders of Match Group common stock are entitled to one vote per share.

Q:How many votes do I have?

A:On each matter to be voted upon, holders of common stock will have one vote for each share of common

stock they owned as of the close of business on April 17, 2026, the record date for the Annual Meeting.

Q:What is the difference between a stockholder of record and a stockholder who holds stock

in street name?

A:If your Match Group shares are registered in your name, you are a stockholder of record. If your Match

Group shares are held in the name of your broker, bank or other holder of record, your shares are held in

street name.

You may examine a list of the stockholders of record at the close of business on April 17, 2026 for any

purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding

the date of the meeting at our Dallas offices, located at 8750 North Central Expressway, Suite 1400, Dallas,

Texas 75231.

Q:What are the quorum requirements for the Annual Meeting?

A:The presence at the Annual Meeting, in person or by proxy, of holders of shares of Match Group common

stock representing a majority of the voting power of Match Group common stock entitled to vote at the

Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online at

www.virtualshareholdermeeting.com/MTCH2026 will be deemed to be present for purposes of determining

whether a quorum has been met. Shares of Match Group common stock represented by proxy will be treated

as present at the Annual Meeting for purposes of determining whether there is a quorum (including

abstentions and broker non-votes).

Q:What matters will Match Group stockholders vote on at the Annual Meeting?

A:Match Group stockholders will vote on the following proposals:

•Proposal 1—to elect four members of Match Group’s Board of Directors, each to hold office for a one-

year term ending on the date of the annual meeting of stockholders in 2027 or until such director’s

successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation

from Match Group’s Board of Directors);

•Proposal 2—to hold an advisory vote to approve executive compensation (the "say-on-pay proposal");

•Proposal 3—to approve the Match Group, Inc. Second Amended and Restated 2024 Stock and Annual

Incentive Plan (the "Stock Plan Proposal");

•Proposal 4—to ratify the appointment of Ernst & Young LLP as Match Group’s independent registered

public accounting firm for the 2026 fiscal year; and

•to transact such other business as may properly come before the Annual Meeting and any related

adjournments or postponements.

Q:If I hold my Match Group shares in street name, will my broker, bank or other holder of

record vote these shares for me?

A:If you hold your Match Group shares in street name, you must provide your broker, bank or other holder of

record with instructions in order to vote these shares. If you do not provide voting instructions, whether your

shares can be voted by your broker, bank or other holder of record in their discretion depends on the type of

item being considered for a vote.

Non-Discretionary Items. The election of directors, the say-on-pay proposal, and the Stock Plan Proposal are

non-discretionary items and may not be voted on by your broker, bank or other holder of record absent

specific voting instruction from you. “Broker non-votes” refer to shares held by a broker, bank or other holder

of record that are present at the Annual Meeting, but the beneficial owner has not instructed such broker,

bank or other holder of record how to vote the shares on a particular proposal, and the broker, bank or other

holder of record does not have discretionary voting power on the proposal.

Discretionary Items. The ratification of Ernst & Young LLP as Match Group's independent registered public

accounting firm for the 2026 fiscal year is a discretionary item. Generally, brokers, banks and other holders of

record that do not receive voting instructions may vote on this proposal in their discretion.

Q:What are my voting choices when voting for director nominees, and what votes are required

to elect director nominees to Match Group’s Board of Directors?

A:You may vote "For," "Against" or "Abstain" for each director nominee.

The election of each of our director nominees requires the affirmative vote of a majority of the votes cast with

respect to such director nominee’s election. A majority of votes cast means that the number of votes cast

“for” a director nominee’s election exceeds the number of votes cast “against” that director nominee’s

election (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that

director nominee’s election). Abstentions and broker non-votes will have no effect on the outcome of this

proposal.

Our Corporate Governance Guidelines provide that, in an election that is not a contested election, any

incumbent nominee who receives a greater number of votes cast against their election than in favor of their

election, shall immediately tender their resignation. The Board shall decide, through a process managed by

the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), whether

to accept the resignation at its next regularly scheduled meeting.

The Board recommends that our stockholders vote “FOR” the election of each of the Board’s director

nominees (Manuel Bronstein, Laura Rachel Jones, Ann L. McDaniel, and Thomas J. McInerney).

Q:What are my voting choices when voting on the say-on-pay proposal, and what votes are

required to approve this proposal?

A: You may vote “For,” “Against” or “Abstain” on the say-on-pay proposal.

The approval, on an advisory basis, of the say-on-pay proposal requires the affirmative vote of a majority of

the voting power of the shares of Match Group common stock present at the Annual Meeting in person or

represented by proxy and entitled to vote on the matter.

Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the

same effect as a vote “Against” this proposal. Broker non-votes are not entitled to vote on this proposal and,

as a result, will have no effect on the outcome of this proposal.

The Board recommends that our stockholders vote “FOR” the say-on-pay proposal.

Q:What are my voting choices when voting on the Stock Plan Proposal, and what votes are

required to approve this proposal?

A:You may vote “For,” “Against” or “Abstain” on the Stock Plan Proposal.

The approval of the Stock Plan Proposal requires the affirmative vote of a majority of the voting power of the

shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and

entitled to vote on the matter.

Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the

same effect as a vote “Against” this proposal. Broker non-votes are not entitled to vote on this proposal and,

as a result, will have no effect on the outcome of this proposal.

The Board recommends that our stockholders vote “FOR” the Stock Plan Proposal.

Q:What are my voting choices when voting on the ratification of the appointment of Ernst &

Young LLP as Match Group’s independent registered public accounting firm for the 2026

fiscal year, and what votes are required to ratify this appointment?

A:You may vote “For,” “Against” or “Abstain” on the ratification.

The ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public

accounting firm for the 2026 fiscal year requires the affirmative vote of a majority of the voting power of the

shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and

entitled to vote on the matter.

Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the

same effect as a vote “Against” this proposal. This proposal is a “discretionary” item. Therefore, if you hold

your shares in street name and do not provide voting instructions to your broker, bank, or other holder of

record that holds your shares, your broker, bank, or other holder of record that holds your shares has

discretionary authority to vote your shares on this proposal.

The Board recommends that our stockholders vote “FOR” the ratification of the appointment of Ernst &

Young LLP as Match Group’s independent registered public accounting firm for the 2026 fiscal year.

Q:What are the voting standards for each of the proposals?


Proposal	Voting Options and Board Recommendation	Voting Standard	Effect of Abstentions	Effect of Broker Non-Votes
Proposal 1: Election of Directors	FOR, AGAINST or ABSTAIN (for each nominee for director) The Board recommends a vote “FOR” each of the four Match Group nominees for director	For each director nominee, majority of the votes cast	No effect	No effect – broker discretionary voting is not permitted
Proposal 2: Advisory Vote to Approve Executive Compensation	FOR, AGAINST or ABSTAIN The Board recommends a vote “FOR” the advisory vote to approve executive compensation	Majority of the voting power of the shares present or represented by proxy and entitled to vote on the matter	Same effect as a vote AGAINST the proposal	No effect – broker discretionary voting is not permitted
Proposal 3: Approval of the Second Amended and Restated 2024 Stock and Annual Incentive Plan	FOR, AGAINST or ABSTAIN The Board recommends a vote “FOR” the approval of the Second Amended and Restated 2024 Stock and Annual Incentive Plan	Majority of the voting power of the shares present or represented by proxy and entitled to vote on the matter	Same effect as a vote AGAINST the proposal	No effect – broker discretionary voting is not permitted


Proposal	Voting Options and Board Recommendation	Voting Standard	Effect of Abstentions	Effect of Broker Non-Votes
Proposal 4: Ratification of the Appointment of Ernst & Young	FOR, AGAINST or ABSTAIN The Board recommends a vote “FOR” the ratification	Majority of the voting power of the shares present or represented by proxy and entitled to vote on the matter	Same effect as a vote AGAINST the proposal	No broker non-votes are expected - broker discretionary voting is permitted

Q:Could other matters be decided at the Annual Meeting?

A:As of the date of this proxy statement, we did not know of any matters to be raised at the Annual Meeting,

other than those referred to in this proxy statement.

If any other matters are properly presented at the Annual Meeting for consideration, the Match Group officers

who have been designated as proxies for the Annual Meeting, Sean J. Edgett and Philip D. Eigenmann, will

have the discretion to vote on those matters for stockholders who have submitted their executed proxy.

Q:What do I need to do now to vote at the Annual Meeting?

A:Match Group’s Board of Directors is soliciting proxies for use at the Annual Meeting. Stockholders may

submit proxies to instruct the designated proxies to vote their shares in any of the following three ways:

•Submitting a proxy online: Submit your proxy online at www.proxyvote.com. Online proxy voting is

available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 15, 2026;

•Submitting a proxy by telephone: Submit your proxy by telephone by using the toll-free telephone

number provided on your proxy card (1.800.690.6903). Telephone proxy voting is available 24 hours a

day and will close at 11:59 p.m., Eastern Time, on June 15, 2026; or

•Submitting a proxy by mail: If you choose to submit your proxy by mail, simply mark, date and sign your

proxy, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51

Mercedes Way, Edgewood, New York 11717.

You may also participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2026

and vote your shares online at that time, even if you have previously submitted your vote. To do so, you will

need the 16-digit control number included in your Notice, your proxy card or the instructions that

accompanied your proxy materials.

For Match Group shares held in street name, holders may submit a proxy online or by telephone if their

broker, bank or other holder of record makes these methods available. If you submit a proxy online or by

telephone, do not request and return a printed proxy card from Match Group or from your broker, bank or

other holder of record. If you hold your shares through a broker, bank or other holder of record, follow the

voting instructions you receive from your broker, bank or other holder of record.

If your shares are held by a broker, bank or other holder of record, then the broker, bank or other holder of

record will ask you how you want your shares to be voted. You may instruct your broker, bank or other holder

of record to vote your shares by following instructions that the broker, bank or other holder of record provides

to you. Most brokers, banks or other holders of record offer voting by mail, by telephone, and online. You

may submit new voting instructions by contacting your broker, bank or other holder of record, or by voting at

the Annual Meeting.

Q:Can I change my vote or revoke my proxy?

A:Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before

the vote at the Annual Meeting by:

•submitting a later-dated proxy relating to the same shares online, by telephone or by mail prior to the

vote at the Annual Meeting. Online and telephone proxy voting are available 24 hours a day and will

close at 11:59 p.m., Eastern Time, on June 15, 2026;

•delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or

•participating in the Annual Meeting and voting online at that time at www.virtualshareholdermeeting.com/

MTCH2026 (although online attendance at the Annual Meeting will not, by itself, change your vote or

revoke a proxy).

To change your vote or revoke your proxy, follow the instructions provided on the Notice or the

proxy card.

If you hold your shares through a broker, bank or other holder of record, follow the instructions that you

receive from your broker, bank or other holder of record if you wish to change your vote or revoke your proxy.

Q:Who can attend the Annual Meeting, and what are the rules for admission at the meeting?

A:Only stockholders and persons holding proxies from stockholders may participate in the Annual Meeting. To

participate in the Annual Meeting, go to www.virtualshareholdermeeting.com/MTCH2026 and enter the 16-

digit control number included in your Notice, your proxy card or the instructions that accompanied your proxy

materials.

Q:What if I do not specify a choice for a matter when returning a proxy?

A:If you return a signed proxy card or voting instruction form without indicating your vote (and the proxy is not

revoked), your shares will be voted in accordance with the Board's recommendations, meaning they will be

voted “FOR” the election of each director nominee, “FOR” the say-on-pay proposal, “FOR” the Stock Plan

Proposal, and “FOR” the ratification of the appointment of Ernst & Young LLP as Match Group’s independent

registered public accounting firm for the 2026 fiscal year.

Q:What if I give voting instructions for fewer than four candidates?

A:If you vote for fewer than four nominees for director, your shares will only be voted “FOR” those nominees

you have so marked. No discretionary authority is available to vote shares represented by an undervoted

proxy card for the remaining director seats up for election.

Q:How are proxies solicited, and who bears the related costs?

A:Match Group bears all expenses incurred in connection with the solicitation of proxies. In addition to

solicitations by mail, directors, officers and employees of Match Group may solicit proxies from stockholders

by telephone, email, letter, facsimile or in person. Following the initial mailing of the Notice and proxy

materials, Match Group will request brokers, banks and other holders of record to forward copies of these

materials to persons for whom they hold shares of Match Group common stock and to request authority for

the exercise of proxies. In such cases, Match Group, upon the request of these holders, will reimburse these

parties for their reasonable expenses.

In addition, our directors, officers, and employees may solicit proxies by telephone or other means of

communication personally. Our directors, officers and employees will receive no additional compensation for

these services other than their regular compensation.

Q:What should I do if I have questions regarding the Annual Meeting?

A:If you have any questions about the Annual Meeting, the various proposals to be voted at the Annual

Meeting, and/or how to participate in the Annual Meeting online at www.virtualshareholdermeeting.com/

MTCH2026 and vote at that time, or would like copies of any of the documents referred to in this proxy

statement, contact Match Group Investor Relations at IR@match.com.

PROPOSAL 1—ELECTION OF DIRECTORS

Proposal and Required Vote

The following nominees have been selected by the Nominating Committee and approved by the Board for

submission to our stockholders, each to serve a one-year term expiring at the annual meeting of Match Group’s

stockholders in 2027 or until such director’s successor shall have been duly elected and qualified (or, if earlier,

such director’s removal or resignation from the Board):

•Manuel Bronstein;

•Laura Rachel Jones;

•Ann L. McDaniel; and

•Thomas J. McInerney.

Information concerning the director nominees appears below. Ms. Jones, Ms. McDaniel and Mr. McInerney

are incumbent directors of Match Group. Each of the Board’s nominees has agreed to serve if elected. If any

nominee becomes unavailable to serve before the Annual Meeting, the Board may designate a substitute

nominee and the persons named as proxies may, in their discretion, vote your shares for the substitute nominee.

Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting. At this time, the

Board knows of no reason why any of the Board’s nominees would not be able to serve as a director if elected.

The election of each of our director nominees requires the affirmative vote of a majority of the votes cast with

respect to such director nominee's election.

The Board unanimously recommends that you vote “FOR” each of the four nominees listed on the

Notice or the enclosed proxy card or voting instruction form.

If you are a registered holder and submit a validly executed proxy card but do not specify how you want to

vote your shares with respect to the election of directors, then your shares will be voted in line with the Board’s

recommendation with respect to the proposal, i.e., “FOR” each of the nominees proposed by your Board and

named in this proxy statement.

If you are a beneficial holder and properly mark, sign and return your voting instruction form by mail or

complete your proxy via Internet or by telephone, your shares will be voted as you direct your broker, bank or

other holder of record. If you date, sign and return your voting instruction form but do not specify how you want

your shares voted with respect to the election of directors, they will be voted “FOR” each of the nominees

proposed by your Board and named in this proxy statement. It is therefore important that you provide specific

instructions to your broker, bank or other holder of record regarding the election of directors so that your vote with

respect to this item is counted.

Board Declassification

At the annual meeting of Match Group's stockholders held in 2025, Match Group proposed, and Match

Group's stockholders approved, an amendment to Match Group's Certificate of Incorporation to begin

declassification of the Board at the Annual Meeting. As a result, beginning with the class of directors standing for

election at the Annual Meeting, directors will be elected to one-year terms of office. Directors currently serving

terms that expire at the annual meetings of stockholders to be held in 2027 and 2028 will (subject to their earlier

resignation or removal) serve the remainder of their respective terms, and thereafter their successors will be

elected to one-year terms. At the annual meeting of stockholders held in 2028 and annual meetings thereafter, all

directors will stand for election annually, and the Board will no longer be classified.

Information Concerning Director Nominees and Other Board Members

Background information about each director nominee recommended by the Board and other directors

serving unexpired terms is set forth below, including information regarding the specific experiences,

characteristics, attributes and skills that the Nominating Committee and the Board considered in determining that

each director should serve on the Board, and which the Nominating Committee and the Board believe provide

Match Group with the perspective and judgment needed to guide, monitor and execute its strategies.

As previously disclosed, Sharmistha Dubey, an incumbent Board member whose current term expires at the

Annual Meeting, has notified the Board of her decision not to stand for re-election. In addition, Pamela S.

Seymon, an incumbent Board member whose current term expires at the annual meeting of Match Group's

stockholders to be held in 2027, has notified the Board of her decision to resign effective as of the Annual

Meeting.

Nominees for Election at

the Annual Meeting to a

Term Expiring in 2027

Key Experience, Qualifications and Board Contributions

•Mr. Bronstein has deep product expertise and a strong track record of

driving scale and user engagement, including as Chief Product Officer

at Roblox, where he helped more than triple the platform’s daily active

users and significantly increased bookings

•With leadership experience across product, design, data science,

partnerships, and business development, Mr. Bronstein brings deep

cross-functional insight to the Board to support product innovation and

user growth

•Mr. Bronstein has held senior roles at leading digital and consumer-

facing public companies, bringing deep expertise in growth strategies

for the consumer technology sector

Other Key Skill Sets

•Track record of scaling consumer platforms and driving user

engagement and monetization

•Deep understanding of diversifying product development and

applications

Employment and Other Experience

•2025 – 2026: Advisor, Roblox

•2021 – 2025: Chief Product Officer, Roblox

•2018 – 2021: Vice President, Product Management, Google Assistant,

Alphabet

•2016 – 2018: Vice President, Product Management, YouTube,

Alphabet

•2014 – 2016: Director, Product Management, YouTube, Alphabet

•2010 – 2014: Various product roles, including Vice President, Product,

Zynga

•2009 – 2010: Director, Social Interactive Entertainment, Microsoft

Xbox

•2007 – 2009: Director & Executive Producer, 1vs100, Microsoft Xbox

•2003 – 2007: Group Manager, Incubation & Product Planning,

Microsoft Xbox

•2000 – 2001: Director of Product Management, Tokenzone

•1998 – 2000: Assistant Brand Manager, Procter & Gamble

Other Public Company Directorships

•2021 – Present: The New York Times Company

Manuel Bronstein

INDEPENDENT

Age: 50

Nominees for Election at

the Annual Meeting to a

Term Expiring in 2027

Key Experience, Qualifications and Board Contributions

•Given her experience leading marketing and branding efforts at

Visa, Google, Uber and most recently as Chief Marketing Officer

of Instacart, Ms. Jones offers valuable insight to the Board and

leadership team on the consumer Internet industry

•She has deep expertise in shaping and refreshing brands,

fueling a company's growth, and developing a world-class

marketing organization, all of which are invaluable to the Board

as it continues to oversee the Company’s strategic progression

•Ms. Jones has successfully created best-in-class marketing

organizations that have shaped brands and fueled growth at a

variety of consumer-facing companies

•Her work has been recognized by and featured in top industry

and consumer publications

Other Key Skill Sets

•Building and developing global marketing teams from the

ground up

•Significant expertise in marketing and the consumer Internet

industry and success in driving brand refreshes

•Strong leadership of marketing functions encompassing brand,

partner, and product marketing across broad product portfolios

Employment and Other Experience

•2023 – Present: Board Member, UNICEF USA

•2022 – Present: Chief Marketing Officer, Instacart

•2021 – 2022: Head of Marketing and VP, Brand & Marketing,

Instacart

•Feb 2021 – May 2021: Global Head of Marketing, Rides &

Masterbrand, Senior Director, Uber

•2018 – 2021: Global Head of Product Marketing, Director, Uber

•2016 – 2018: Group Product Marketing Manager, Uber

•2015 – 2016: Senior Product Marketing Manager, Uber

•2011 – 2015: Brand & Marketing Communications, Commerce,

Google

•2010 – 2011: Business Leader, Innovations and eCommerce

Marketing, Visa

Laura Rachel Jones

INDEPENDENT DIRECTOR

Age: 44

Director Since: 2024

Nominees for Election at

the Annual Meeting to a

Term Expiring in 2027

Key Experience, Qualifications and Board Contributions

•Ms. McDaniel has deep expertise and insight into human

resources, business strategy, leadership and marketing and in

the management of a portfolio of brands at an interactive media

company, helping the Board provide oversight of the Company’s

strategy, structure and talent management

•Ms. McDaniel’s insight into executive management and

compensation matters from her time at Graham Holdings

Company adds to the Board’s ability to provide a well-rounded,

considered approach to personnel and compensation, ensuring

incentive structures are aligned with long-term strategic

priorities and stockholder value creation

Other Key Skill Sets

•Insightful perspective on the shifting marketing and branding

landscape in consumer-facing media

Employment and Other Experience

•2020 – Present: Member of the Board of Advisors, ExecOnline

•2017 – 2022: CEO, Foreign Policy Magazine

•2015 – 2025: Consultant, Graham Holdings Company

•2010 – 2012: Managing Director, Newsweek

•2008 – 2015: Senior Vice President, Graham Holdings

Company

•2001 – 2008: Vice President, Human Resources, The

Washington Post Company

•2001 – 2008: Vice President, The Washington Post Company

•1984 – 2000: Correspondent, Chief of Correspondents,

Assistant Managing Editor, Managing Editor, Newsweek

Ann L. McDaniel

INDEPENDENT DIRECTOR

Age: 70

Director Since: 2015

Nominees for Election at

the Annual Meeting to a

Term Expiring in 2027

Key Experience, Qualifications and Board Contributions

•Mr. McInerney brings to the board 25+ years of executive

management and branding experience across a career

spanning industries, including media, retail, entertainment and

financial services

•Mr. McInerney offers valuable insight into strategy and

operations, including as it relates to growing and managing a

portfolio of brands from his time as CEO of the retailing division

of IAC/InterActiveCorp (now known as IAC Inc.)

•Mr. McInerney has significant senior leadership experience from

his time at IAC/InterActiveCorp as well as extensive related

knowledge and experience regarding Match Group

•Through his deep public company board and committee

experience, Mr. McInerney has developed a highly sophisticated

perspective on business management and organizational

structure

Other Key Skill Sets

•High level of financial literacy and expertise regarding

restructurings, mergers and acquisitions, and operations

•Ability to manage diverse, multifaceted global teams across the

multimedia landscape from decades of experience at the nexus

of entertainment, media and consumer engagement

•Sophisticated awareness of online retail and consumer behavior

and trends, as well as extensive marketing and branding

experience

Employment and Other Experience

•2017 – 2021: Chief Executive Officer, Altaba Inc. (a publicly

traded registered investment company and successor to Yahoo!

Inc.)

•2005 – 2012: Executive Vice President and Chief Financial

Officer, IAC/InterActiveCorp

•2003 – 2005: Chief Executive Officer, retailing division of IAC/

InterActiveCorp (including HSN, Inc. and Cornerstone

Brands)

•1999 – 2003: Executive Vice President and Chief Financial

Officer, Ticketmaster

•1986 – 1988; 1990 – 1999: Morgan Stanley, most recently as

Principal

Other Public Company Directorships

•2017 – Present: Altaba (Chair, 2022 – Present)

Thomas J. McInerney

CHAIRMAN &

INDEPENDENT DIRECTOR

Age: 61

Director Since: 2015

(Chairman since 2021)

Key Experience, Qualifications and Board Contributions

•Mr. Cavens has over 20 years of executive leadership and digital/e-

commerce expertise

•As co-founder and CEO of Zulily, Mr. Cavens has first-hand experience in

building a consumer-focused brand and company, as well as completing

liquidity events

•Across his career, Mr. Cavens developed expertise leading and driving

creative technology and retail concepts

•During his time at Qurate, he led efforts to drive growth through internal

innovation, strategic partnerships, joint ventures and acquisitions

•Mr. Cavens has deep knowledge of technology infrastructure and digital

commerce, gained from his leadership roles at Microsoft and Blue Nile,

where he played a key role in growing the company into the largest online

diamond retailer

•From his time on a number of different company boards, Mr. Cavens brings

strategic oversight and governance experience across consumer retail,

technology, and e-commerce businesses

Other Key Skill Sets

•Expertise in online retailing, technology and data analytics

•Software development experience, including the development of large-scale

digital properties such as ESPN.com and NBA.com

Employment and Other Experience

•2021 – Present: Board Member, Vouched (privately held)

•2019 – Present: Advisory Board Member, Brooks Running (privately held)

•2019 – 2026: Board Member, Rad Power Bikes (privately held)

•2017 – 2018: President, New Ventures Qurate Retail Group

•2017 – 2021: Board Member, OfferUp (privately held)

•2017 – 2021: Board Member, Deliveroo (privately held)

•2016 – 2017: Board Member, Plated (privately held)

•2012 – 2014: Board Member, Trupanion (privately held)

•2009 – 2018: Chief Executive Officer, Zulily

•2008 – 2009: Director, SQL Server/Biztalk Server, Microsoft

•1999 – 2008: Chief Technology Officer and Senior Vice President, Blue Nile

•1996 – 1999: Advanced Technology Team, Starwave

•1995: Consultant, Ingenia Communications

Other Public Company Directorships

•2018 – Present: Tapestry, Inc.

Previous Public Company Directorships

•2021 – 2022: Big Sky Growth Partners, Inc.

Continuing Directors Whose

Terms Expire in 2027

Darrell Cavens

INDEPENDENT DIRECTOR

Age: 53

Director Since: 2025

Continuing Directors Whose

Terms Expire in 2027

Key Experience, Qualifications and Board Contributions

•Ms. Moskowitz brings extensive experience leading global consumer

marketplaces, driving growth, and building brand trust and loyalty,

including as CEO of The Knot Worldwide

•At Etsy, as Chief Operating and Marketing Officer, she oversaw company

strategy, led global operations and marketing, launched innovative

consumer products, and enhanced the end-to-end customer experience

•Ms. Moskowitz’s combination of marketplace operations, consumer

marketing, and brand-building expertise provides the Board with valuable

insight as the Company drives growth and deepens user engagement

across its global portfolio

•Ms. Moskowitz brings significant human capital management and

executive compensation experience, developed through her leadership

of people strategy and organizational development at Etsy, as well as her

service as Chair of the Compensation Committee at Sprout Social

Other Key Skill Sets

•Expertise in consumer behavior and Gen Z trends in relationships and

weddings, honed as CEO of The Knot Worldwide, brings valuable insight

to the Board on love and connections

•Deep knowledge of U.S. consumer marketing and retention strategies

across domestic and international global markets

•Experience leading major initiatives in trust & safety, customer

experience and international expansion during her time at Etsy

Employment and Other Experience

•2025 – Present: Chief Executive Officer and Board member, The Knot

Worldwide

•2024: Chief Operating & Marketing Officer, Etsy

•2022 – 2024: Chief Operating Officer, Etsy

•2020 – 2022: Chief Operations, Strategy and People Officer, Etsy

•2018 – 2020: SVP, People, Strategy and Services, Etsy

•2016 – 2018: Vice President, Customer Marketing, American Express

•2011 – 2016: Various leadership roles in consumer marketing, strategy

and operations, American Express

•2005 – 2011: Various product, merchant services and strategy roles,

American Express

Previous Public Company Directorships

•2020 – 2025: Sprout Social, Inc.

Raina Moskowitz

INDEPENDENT DIRECTOR

Age: 43

(appointed in connection with, and

effective as of, the Annual Meeting)

Continuing Directors Whose

Terms Expire in 2027

Key Experience, Qualifications and Board Contributions

•Mr. Rascoff’s proven track record scaling consumer Internet businesses,

most notably as co-founder and former CEO of Zillow, is directly relevant

to helping Match Group continue to innovate and connect to millions of

consumers around the world

•His brand-building experience in the online consumer products space adds

to the Board’s collective experience and insight on how to effectively build

brands and foster collaboration across teams

•Mr. Rascoff has significant insights into the strategy, innovation and

continuous brand evolution required to develop, lead and grow a

consumer Internet business that embraces technological advancements

and adapts to changing consumer sentiment

•As CEO of Match Group, Mr. Rascoff provides the board with direct

operating experience and insight into Match Group’s current business

opportunities and challenges

Other Key Skill Sets

•Unique vantage point on disruptive technology and AI, and how they can

be leveraged to support / grow a business

•Significant experience as a technology entrepreneur

•Insight into changing consumer trends and behaviors

•Understanding of strategic dealmaking and investing in growth businesses

Employment and Other Experience

•2025 – Present: Chief Executive Officer, Match Group

•2021 – Present: Founder and CEO, 75 & Sunny (startup studio and family

office)

•2020 – Present: Co-Founder, Chairman of the Board, Pacaso (vacation

home marketplace)

•2019 – Present: Visiting Professor, Harvard University

•2019 – 2024: Co-Founder, Executive Chairman, dot.LA (media and

events company)

•2005 – 2019: Co-Founder and CEO, Zillow Group

•2003 – 2005: VP, Lodging, Expedia

•1999 – 2003: Co-founder, VP Corporate Development, Hotwire.com

•1999 – 2000: Investment Professional, Texas Pacific Group

•1997 – 1999: Investment Banker, Goldman Sachs

Previous Public Company Directorships

•2021 – 2023: Supernova Partners Acquisition Company III, Ltd.

•2020 – 2022: Palantir Technologies, Inc.

•2020 – 2022: Supernova Partners Acquisition Company II, Ltd.

•2020 – 2021: Supernova Partners Acquisition Company, Inc.

Spencer Rascoff

DIRECTOR &

CHIEF EXECUTIVE OFFICER

Age: 50

Director Since: 2024

Key Experience, Qualifications and Board Contributions

•Mr. Schiffman has deep financial knowledge and expertise, bringing to the Board

decades of experience in dealmaking, corporate finance, banking, financial planning

and analysis, investor relations, accounting, information and physical security, real

estate, human resources, legal and corporate administration

•From his current role as Chief Financial Officer of Fanatics, Inc., Mr. Schiffman has

valuable insight into a broad set of financial and corporate functions across an

entire global enterprise, allowing him to further inform the Board on what it takes to

drive expansion and strongly position dozens of leading online brands and services

for growth

•Mr. Schiffman understands how to drive a business’ strategy and growth objectives

from his executive management and public board experience working with dozens

of online brands and services

•During his tenure at IAC Inc., Mr. Schiffman was integral in the company’s

operations and cost management initiatives

Other Key Skill Sets

•Advanced understanding of consumer Internet / technology companies to drive

long-term results and adapt to changing ways to interact with and reach consumers

•Critical understanding of international relations and international business from work

as a member of the National Committee on U.S. – China Relations

•Execution of successful, large, global transactions

•Endowing organizations and funding initiatives with permanent capital to make

lasting change

Employment and Other Experience

•2025 – Present: Board Member, Fanatics, Inc. (privately held)

•2021 – Present: Executive Vice President and Chief Financial Officer, Fanatics,

Inc.

•2023: Donor, Endowment at Duke University to fund scholarships for athletes from

underrepresented communities

•2021: Donor, Endowment at Washington & Lee for Women’s Athletics

•2016 – 2021: Executive Vice President and Chief Financial Officer, IAC Inc.

•2013 – 2016: Senior Managing Director, Guggenheim Partners

•2013, 2019: Donor, Endowment at Duke Medical Center for pediatric cancer

•2011 – 2013: Partner, The Raine Group

•2010 – 2011: Senior Managing Director, Head of Investment Banking, Americas,

Nomura

•2008 – 2010: Senior Managing Director, Head of Investment Banking, APAC CEO,

Nomura

•2007 – 2008: Managing Director, Head of Investment Banking APAC, Lehman

Brothers

•2005: Founder and Chairman, Valerie Fund Endowment

•2004 – 2007: Managing Director, Global Head of Media Group, Lehman Brothers

Other Public Company Directorships

•2017 – Present: Angi Inc.

Previous Public Company Directorships

•2021 – 2025: Vimeo, Inc. (Chair, 2023 – 2025)

Continuing Directors Whose

Terms Expire in 2027

Glenn H. Schiffman

INDEPENDENT DIRECTOR

Age: 56

Director Since: 2016

Directors Whose

Terms Expire in 2028

Key Experience, Qualifications and Board Contributions

•Mr. Bailey provides valuable perspective on leadership,

business growth, and strategy and development from his

experience as Founder and CEO of ExecOnline and CEO and

Chief Product Officer of Frontier Strategy Group (FSG)

•He has first-hand experience in growing businesses from early-

stage start-ups into companies that serve significant audiences

across a range of international markets and functions

•Mr. Bailey has extensive executive management experience

which gives him insight into business strategy, leadership and

marketing

Other Key Skill Sets

•Deep knowledge of leadership development, executive

coaching and succession planning

•Expertise in business development, consumer-facing

technology and management processes gained as a technology

company founder

Employment and Other Experience

•2026 – Present: Chairman of the Board, ExecOnline (a leading

provider of B2B leadership development solutions)

•2019 – Present: Board Trustee, Prospect Schools (a charter

school network in New York City)

•2011 – 2026: Co-Founder and CEO, ExecOnline

•2006 – Present: Board Chair, Truman Center for National

Policy

•2006 – 2011: CEO, Frontier Strategy Group

•2004 – 2006: Associate, Wilmer Hale

Other Public Company Directorships

•2024 – Present: Ibotta, Inc.

Stephen Bailey

INDEPENDENT DIRECTOR

Age: 46

Director Since: 2020

Directors Whose

Terms Expire in 2028

Key Experience, Qualifications and Board Contributions

•Ms. Brenner has extensive marketing and executive

management expertise from her experience in a variety of

marketing, advertising and digital media roles with the National

Basketball Association ("NBA")

•Ms. Brenner brings to the Board valuable experience leading

the development, oversight and implementation of a global

digital strategy and emerging technology initiatives, including

the use of artificial intelligence and virtual reality

•Through her sophisticated understanding of social / digital

media communities and network building, she makes valuable

contributions to Match Group’s strategy and the Board’s

oversight of the Company’s portfolio of brands

•Ms. Brenner further expands the Board’s skills in digital

products and mobile applications, as well as developing and

growing a brand’s online presence

Other Key Skill Sets

•Deep experience in social media and digital products, having

led groundbreaking deals for the NBA with leading social media

companies such as Facebook, Twitter (X) and Snapchat

•Deep understanding of structure, operations and cost

management in an international organization

Employment and Other Experience

•2018 – Present: Executive Vice President, Digital Media, NBA

•2014 – 2017: Senior Vice President, Digital Media, NBA

•2013 – 2014: Senior Vice President, Marketing, NBA

•2007 – 2013: Vice President, Marketing, NBA

•1997 – 2007: Various leadership roles in consumer products

marketing and advertising, NBA

Melissa Brenner

INDEPENDENT DIRECTOR

Age: 51

Director Since: 2020

Directors Whose

Terms Expire in 2028

Key Experience, Qualifications and Board Contributions

•Ms. Campbell has nearly 20 years of leadership experience across

streaming, digital media, marketing, technology, and direct-to-consumer

businesses

•As President of Peacock, she was responsible for growing NBCUniversal’s

streaming business and leading the platform’s go-forward strategy

•Under her leadership, Peacock achieved record growth and was the fastest-

growing streaming service in the U.S. for two consecutive years, supported

by marquee experiences like Peacock’s Paris Olympics hub and the first

exclusive streaming of an NFL playoff game

•Ms. Campbell previously served as President of Hulu, where she led its

subscription and live TV streaming businesses and oversaw its integration

into Disney

•She brings a deep understanding of brand, technology, and global

marketing from her 12-year tenure at Google, including senior leadership

roles in G-Suite marketing, Google Cloud, and AdWords across multiple

regions and customer segments

Other Key Skill Sets

•Ability to build strong, high-performing teams across consumer-facing

technology businesses

•Development of brands / brand equity in a competitive landscape

•Expertise in ad-supported and subscription-based digital platforms,

especially in subscriber acquisition

•Deep knowledge of data-driven global marketing, brand development, and

go-to-market strategy

Employment and Other Experience

•2021 – 2025: President, Peacock (NBCUniversal)

•2020 – 2021: President, Hulu

•2017 – 2020: Chief Marketing Officer, Hulu

•2015 – 2017: Senior Director, Global Marketing, Google Cloud

•2011 – 2015: Director, Global Marketing, Google Cloud

•2010 – 2011: Director, Global Customer Marketing, Google

•2008 – 2010: Head of North America Marketing, Google

•2008: Head of Online Sales & Operations, AdWords Japan, Google

•2005 – 2008: Senior Manager, Online Sales & Operations, AdWords North

America, Google

•2004: Global Marketing Intern, Procter & Gamble (Gillette)

•2000 – 2002: Investment Banking Analyst, J.P. Morgan

Other Public Company Directorships

•2025 – Present: National CineMedia, Inc.

•2021 – Present: Urban Outfitters, Inc.

Kelly Campbell

INDEPENDENT DIRECTOR

Age: 48

Director Since: 2025

Board Diversity

The following matrix provides diversity information regarding each of the nominees and the other directors

serving unexpired terms identified above, based on the voluntary self-identification of each individual.


	Female	Male
Gender Identity:
Directors	5	6
Demographic Background:
African American or Black	0	1
Hispanic or Latinx	0	1
White	5	4

Corporate Governance

Corporate Governance Guidelines, Committee Charters and Code of Business Conduct and Ethics. As part

of its ongoing commitment to good corporate governance, the Board has codified its corporate governance

practices into a set of Corporate Governance Guidelines and has also adopted written charters for each of the

committees of the Board. Match Group has also adopted a Code of Business Conduct and Ethics for directors,

officers (including our principal executive officer, principal financial officer and principal accounting officer) and

employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation and Human

Resources Committee Charter, Nominating and Corporate Governance Committee Charter, and Code of

Business Conduct and Ethics are available in the Corporate Governance section of our website at https://

ir.mtch.com.

Board Leadership Structure. Match Group’s business and affairs are overseen by its Board of Directors,

which currently has eleven members. The Nominating Committee periodically reviews the size of the Board and

may recommend changes to the Board. There is one management representative on the Board and, of the other

ten current directors, nine are independent. The Board has standing Audit, Compensation and Human Resources,

and Nominating and Corporate Governance Committees, each comprised solely of independent directors. For

more information regarding director independence and our Board Committees, see the discussion below under

the headings "Director Independence" and "The Board and Board Committees." All of our directors play an active

role in Board matters, are encouraged to communicate among themselves and directly with the Chief Executive

Officer and have full access to Match Group management at all times. The Board and each Board Committee

conducts an annual evaluation of its performance.

Match Group’s independent directors meet in scheduled executive sessions without management present at

least twice a year and may schedule additional meetings as they deem appropriate. These sessions are led by

Match Group’s independent Chairman of the Board. The independent membership of the Audit, Compensation

and Human Resources, and Nominating and Corporate Governance Committees ensures that directors with no

ties to management are charged with oversight for all financial reporting and executive compensation related

decisions, as well as for recommending candidates for Board membership and oversight of governance practices

and policies. At each regularly scheduled Board meeting, the Chairperson of each of these committees provides

the full Board with an update of all significant matters discussed, reviewed, considered and/or approved by the

relevant committee since the last regularly scheduled Board meeting.

Mr. McInerney has served as independent Chairman of the Board since May 2021. Our Board currently

believes that the roles of Chairperson and Chief Executive Officer should be separated in recognition of the

different responsibilities between the two roles. Mr. McInerney, as independent Chairman, leads the Board in its

oversight and management role, including with respect to risk oversight, while Mr. Rascoff, our Chief Executive

Officer, focuses on managing the Company’s operations and strategic planning on a day-to-day basis. Mr.

McInerney’s other responsibilities include, among others, setting Board meeting agendas, leading Board meetings

and executive sessions, and communicating feedback to and advising Mr. Rascoff.

We believe that it is in the best interests of our stockholders for the Board to review and make a

determination regarding the separation or combination of these roles each time it elects a new Chairperson or

appoints a Chief Executive Officer.

Risk Oversight. The Board’s role in risk oversight of the Company is consistent with Match Group’s

leadership structure, with the Chief Executive Officer and other members of senior management having

responsibility for assessing and managing the Company’s risk exposure, and the Board and its committees

providing oversight in connection with these efforts. Match Group management, including our Senior Vice

President, Internal Audit, and our Risk, Controls and Compliance team, is responsible for assessing and

managing Match Group’s exposure to various risks on a day‑to‑day basis, which responsibilities include the

conduct of an enterprise risk assessment of short-term, long-term and emerging risks, testing of key controls and

procedures, and creation of appropriate risk management programs and policies. Management has developed

and implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In

developing this framework, Match Group recognizes that leadership and success are impossible without taking

risks; however, the imprudent acceptance of risks or the failure to appropriately identify and mitigate risks could

adversely impact stockholder value. The Board is responsible for overseeing management in the execution of its

responsibilities and for assessing Match Group’s approach to risk management. While the Board’s oversight

focuses on all material risks, the Board may focus more frequently on immediate areas of concern that represent

significant emerging risks as identified by management. The Board exercises these risk oversight responsibilities

periodically as part of its meetings and through discussions with management, as well as through the Board’s

committees, with primary risk oversight responsibilities as detailed below:

Information Security. Information security is a key component of risk management at Match Group, and our

Senior Vice President, Security Engineering, briefs the Audit Committee regularly, and the full Board periodically,

on the Company’s information security program and its related priorities and controls. In addition, an overall

review of information security risks is inherent in the Board’s consideration of the Company’s long‑term strategies

and in the transactions and other matters presented to the Board, including significant capital expenditures and

significant acquisitions and divestitures. Our information security teams, led by our Senior Vice President, Security

Engineering, are 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 also maintain cyber insurance coverage to mitigate potential costs that may arise from a cybersecurity

incident.

Artificial Intelligence. The full Board oversees corporate strategy and receives regular updates on emerging

technologies, including artificial intelligence ("AI"). These updates cover a broad range of matters, such as

strategy and investments. The Audit Committee assists the Board in its oversight of privacy- and cybersecurity-

related AI matters, as well as legal and regulatory risks related to AI. The Company has published responsible AI

principles, which aim to guide how the Company uses generative AI across its platforms. The principles are

available at https://mtch.com/ai-principles.

Compensation Risk Assessment. We periodically conduct risk assessments of our compensation policies

and practices for our employees, including those related to our executive compensation programs. The goal of

these assessments is to determine whether the general structure of Match Group’s compensation policies and

programs and the administration of these programs pose any material risks to the Company. At the request of the

Compensation and Human Resources Committee of the Board, Compensia, Inc. (“Compensia”), the

Compensation and Human Resources Committee’s independent compensation consultant, assessed the risk

profile of Match Group’s executive compensation programs, and management assessed the risk profile of Match

Group’s other compensation programs. Based on these reviews, management and the Compensation and Human

Resources Committee have concluded that Match Group’s compensation policies and practices, taken as a

whole, do not encourage excessive or unnecessary risk‑taking and are not reasonably likely to have a material

adverse effect on Match Group.

Securities Trading, Derivatives Trading and Hedging and Pledging Policies. Match Group’s Securities

Trading Policy (the "Trading Policy") governs the purchase, sale and other dispositions of its securities by

directors, officers, employees, and contractors and is reasonably designed to promote compliance with insider

trading laws, rules and regulations and applicable listing standards. The Trading Policy also provides that no

director, officer or employee of Match Group and its subsidiaries may engage in transactions in publicly traded

options, such as puts, calls, prepaid variable forward contracts, equity swaps or other derivatives that are

designed to hedge or speculate on any change in the market value of or relating to Match Group securities, or

engage in short sales with respect to Match Group securities. This prohibition extends to any and all forms of

hedging or monetization transactions, such as zero-cost collars and forward sale contracts (among others). The

Trading Policy also provides that no director, officer or employee of Match Group and its subsidiaries may initiate

any transactions that involve pledging Match Group securities in any manner, including by purchasing Match

Group securities on margin, holding Match Group securities in an account utilizing margin or otherwise pledging

Match Group securities as collateral for a loan.

Director Independence. Under the Marketplace Rules of The Nasdaq Stock Market, LLC (the “Marketplace

Rules”), the Board has a responsibility to make an affirmative determination that those members of the Board who

serve as independent directors do not have any relationships that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director. In connection with the independence determinations

described below, the Board reviewed information regarding transactions, relationships and arrangements relevant

to independence, including those required by the Marketplace Rules. This information is obtained from director

responses to questionnaires circulated by management, as well as from Company records and publicly available

information. Following these determinations, Match Group management monitors those transactions, relationships

and arrangements that were relevant to such determinations, as well as periodically solicits updated information

potentially relevant to independence from internal personnel and directors, to determine whether there have been

any developments that could potentially have an adverse impact on the Board’s prior independence

determinations.

In 2026, the Board determined that each of Mses. Brenner, Campbell, Jones, McDaniel and Moskowitz and

Messrs. Bailey, Bronstein, Cavens, McInerney and Schiffman is independent. In addition, the Board determined

that (i) Alan Spoon, whose term ended in June 2025, was independent during the time he served on the Board, (ii)

Pamela Seymon, whose resignation will take effect in connection with the Annual Meeting, is independent, and

(iii) Mr. Rascoff was independent during the time he served on the Board in 2025 prior to his appointment as CEO.

In connection with these determinations, the Board considered that in some cases in the ordinary course of

business, Match Group and its businesses purchase products and services from companies at which certain

directors are employed or serve as directors, or over which certain directors otherwise exert control. Furthermore,

the Board considered whether there were any payments made to (or received from) such entities by Match Group

and its businesses. No relationships or payments considered were determined to be of the type that would (i)

preclude a finding of director independence under the Marketplace Rules or (ii) otherwise interfere with the

exercise of independent judgment in carrying out the responsibilities of the director.

In addition to the satisfaction of the director independence requirements set forth in the Marketplace Rules,

members of the Audit and Compensation and Human Resources Committees have also satisfied separate

independence requirements under the current standards imposed by the SEC and the Marketplace Rules for audit

committee and compensation committee members.

Director Nominations. The Nominating Committee identifies and evaluates individuals qualified to become

members of the Match Group Board. The Nominating Committee receives candidate recommendations from

stockholders, directors and management and, from time to time, is assisted by a third-party advisor in identifying

qualified candidates. In assessing the candidates for recommendation to the Board as director nominees

(regardless of how the candidate was identified or recommended), the Nominating Committee will evaluate such

candidates against the standards and qualifications set out in its charter, including:

•Personal and professional integrity and

character

•Prominence and reputation in the

candidate’s profession

•Skills, knowledge, diversity of background

and experience, and expertise (including

business or other relevant experience)

useful and appropriate to the effective

oversight of our business

•The capacity and desire to represent the

interests of the stockholders as a whole

•The extent to which the interplay of the

candidate’s skills, knowledge, expertise,

diversity of background and experience with

that of the other Board members will help

build a Board that is effective in collectively

meeting our strategic needs and serving the

long-term interests of the various

stakeholders

•Availability to devote sufficient time to the

affairs of Match Group

The Nominating Committee considers not only an individual’s qualities, performance and professional

responsibilities, but also the then composition of the Board and the challenges and needs of the Board at that

time. While the Board does not have a formal diversity policy, the Nominating Committee also considers the

overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to

those of other Board members and those represented by the Board as a whole to ensure that the Board has the

right mix of skills, expertise and background.

The Board does not have a formal policy regarding the consideration of director nominees recommended by

stockholders as the Board and the Nominating Committee assess all candidates in the same manner regardless

of how the candidate was identified or recommended. Stockholders who wish to make such a recommendation

should send the recommendation to Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas

75231, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a

“Director Nominee Recommendation.” The letter must identify the author as a stockholder, provide a brief

summary of the candidate’s qualifications and history, together with an indication that the recommended individual

would be willing to serve (if elected), and must be accompanied by evidence of the sender’s stock ownership. Any

nominations for directors must comply with the requirements set forth in our bylaws.

Director Time Commitments and Service on Other Public Company Boards. Serving on Match Group's

Board requires significant time and attention. Directors are expected to spend the time needed and meet as often

as necessary to discharge their responsibilities. In considering each director’s ability to properly discharge their

duties, the Nominating Committee will annually review each director’s professional time commitments. This may

include, without limitation, the director’s principal occupation, service on other public company boards, including

any leadership positions held and service on such board’s committees, as well as service on private company

boards and boards of non-profit organizations. If at any time the principal occupation of any director changes, the

Nominating Committee will review the continued appropriateness of such director’s service on the Board.

Directors should not serve on more than four public company boards (including Match Group's Board), other than

a director who serves as Match Group's Chief Executive Officer, who should not serve on more than three public

company boards (including Match Group's Board). Service on boards of other organizations should follow the

Company’s conflict of interest policies.

Director Orientation and Education. All new members of the Board are required to participate in Match

Group’s orientation program for directors. The orientation program includes discussions with and presentations by

senior management and provides new directors with a review of Match Group’s financial position, an overview of

the industry in which we operate and compete and the regulatory and legal environment that affects our business,

as well as governs directors’ fiduciary duties. All directors are offered the opportunity, and are encouraged, to

participate in continuing education programs with reimbursement by us of any associated expenses.

Communications with the Match Group Board. Stockholders who wish to communicate with the Board or a

particular director may send any such communication to MatchGroupCorporateSecretary@match.com or Match

Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas, 75231, Attention: Corporate Secretary. If sent

by mail, the mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder—

Board Communication” or “Stockholder—Director Communication.” All correspondence must identify the author as

a stockholder, provide evidence of the sender’s stock ownership and clearly state whether the intended recipients

are all members of the Board or a particular director or directors. Match Group’s Corporate Secretary will then

review such correspondence and forward it to the Board, or to the specified director(s), if appropriate. Items

unrelated to directors’ duties and responsibilities may be excluded, including solicitations and advertisements.

The Board and Board Committees

The Board. The Board acts as the ultimate decision-making body of the Company and advises and oversees

management, who are responsible for the day-to-day operations and management of the Company. The Board

met seven times during 2025. During 2025, all then-incumbent directors attended at least 75% of the meetings of

the Board and the Board committees on which they served, other than Bernard Kim, who resigned from the Board

on February 4, 2025. Directors are not required to attend annual meetings of Match Group stockholders. Three

directors attended Match Group’s annual meeting of stockholders in 2025.

The Board currently has three standing committees: the Audit Committee, the Compensation and Human

Resources Committee, and the Nominating and Corporate Governance Committee.

Audit Committee. The members of Match Group’s Audit Committee, all of whom are independent directors,

are Messrs. Bailey, Cavens (Chairperson) and Schiffman. The Audit Committee met ten times during 2025. The

Audit Committee is appointed by the Board to assist the Board with a variety of matters described in its charter,

which include monitoring: (i) the integrity of Match Group’s financial statements, (ii) the effectiveness of Match

Group’s internal control over financial reporting, (iii) the qualifications, performance and independence of Match

Group’s independent registered public accounting firm, (iv) the performance of Match Group’s internal audit

function, (v) Match Group’s risk assessment and risk management policies as they relate to financial and other

risk exposures and (vi) Match Group’s compliance with legal and regulatory requirements. In fulfilling its purpose,

the Audit Committee maintains free and open communication among its members, Match Group’s independent

registered public accounting firm, Match Group’s internal audit function and Match Group management. The

formal report of the Audit Committee is set forth under "Audit Committee Matters—Audit Committee Report."

The Board has concluded that Mr. Schiffman is an “audit committee financial expert,” as such term is defined

in applicable SEC rules, as well as the Marketplace Rules.

Compensation and Human Resources Committee. The members of Match Group’s Compensation and

Human Resources Committee, all of whom are independent directors, are Mses. Jones, McDaniel (Chairperson)

and Seymon. The Compensation and Human Resources Committee met eight times during 2025. The

Compensation and Human Resources Committee is appointed by the Board to assist the Board with all matters

relating to the compensation of Match Group’s executive officers and non-employee directors and has overall

responsibility for approving and evaluating all compensation plans, policies and programs of Match Group as they

affect Match Group’s executive officers and non-employee directors. The Compensation and Human Resources

Committee also evaluates the performance of Match Group’s senior management and presents its findings and

recommendations to the full Board. The Compensation and Human Resources Committee may form and delegate

authority to subcommittees and may delegate authority to one or more of its members. The Compensation and

Human Resources Committee may also delegate to one or more of Match Group’s officers the authority to grant

awards of equity‑based compensation to eligible individuals (other than directors or executive officers) to the

extent allowed under applicable law. For additional information on Match Group’s processes and procedures for

the consideration and determination of executive compensation and the related roles of the Compensation and

Human Resources Committee, Match Group management and consultants, see the discussion under

"Compensation Discussion and Analysis." The formal report of the Compensation and Human Resources

Committee is set forth under "Compensation Committee Report."

Nominating and Corporate Governance Committee. The members of Match Group’s Nominating and

Corporate Governance Committee, all of whom are independent directors, are Ms. Brenner, Ms. Campbell and

Mr. McInerney (Chairperson). The Nominating Committee met five times during 2025. The Nominating Committee

is appointed by the Board to (i) identify and evaluate individuals qualified to become Board members consistent

with such criteria as are deemed appropriate by the Nominating Committee or the Board, including the

consideration of nominees submitted by stockholders, and to recommend to the Board director nominees for the

next annual meeting of stockholders or special meeting of stockholders at which directors are to be elected (and

nominees to fill vacancies on the Board as necessary), (ii) periodically review Board committee composition and

recommend changes as needed, (iii) oversee periodic evaluations of the Board and its committees, (iv) develop

and periodically review corporate governance guidelines, (v) review director and director nominee independence,

(vi) review and make recommendations regarding responses to stockholder proposals, (vii) oversee social and

environmental policies and initiatives, (viii) oversee political contributions and expenditures and (ix) oversee

corporate governance practices and identify best practices for potential adoption.

PROPOSAL 2—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required pursuant to Section 14A of the Securities Exchange Act of 1934 (as amended, the “Exchange

Act”), we are seeking a non-binding advisory vote from our stockholders to approve the compensation of our

named executive officers for 2025. This proposal, which we refer to as the “say-on-pay proposal,” is not intended

to address any specific item of compensation, but rather our overall compensation program and policies relating

to our named executive officers.

As described in detail in the "Compensation Discussion and Analysis" section of this proxy statement, our

executive officer compensation program is designed to increase long term stockholder value by attracting,

retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary

to enable Match Group to meet its growth objectives.

We believe that our executive officer compensation program, with its balance of short-term and long-term

incentives, rewards sustained performance that is aligned with long-term stockholder interests. Accordingly, we

believe that the compensation paid to our named executive officers in 2025 pursuant to our executive officer

compensation program was fair and appropriate and are asking our stockholders to vote "FOR" the adoption of

the following resolution:

“RESOLVED, that the stockholders of Match Group, Inc. (the “Company”) approve, on an

advisory basis, the compensation of the Company’s named executive officers for 2025, as

disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders

pursuant to the U.S. Securities and Exchange Commission’s compensation disclosure rules,

including the Compensation Discussion and Analysis, the Executive Compensation tables and the

related narrative discussion.”

The approval, on an advisory basis, of the say-on-pay proposal requires the affirmative vote of a majority of

the voting power of the shares of Match Group common stock present at the Annual Meeting in person or

represented by proxy and entitled to vote on the matter. The vote is advisory in nature and therefore not binding

on us or our Board. However, our Board and Compensation and Human Resources Committee value the opinions

of all of our stockholders and will consider the outcome of this vote when making future compensation decisions

for our named executive officers.

The Company last sought a say-on-pay vote at its 2025 Annual Meeting of Stockholders and last sought a

non-binding advisory vote from its stockholders on the frequency of seeking the say on pay vote (required by

applicable law every six years) at its 2022 Annual Meeting of Stockholders. Based on voting results from the 2022

Annual Meeting of Stockholders, and consistent with the Company’s recommendation, say-on-pay votes currently

occur every year. Accordingly, the next say-on-pay vote is currently scheduled to be held at the Company’s 2027

Annual Meeting of Stockholders.

The Board recommends that our stockholders vote "FOR" the advisory vote to approve executive

compensation.

PROPOSAL 3—APPROVAL OF THE SECOND AMENDED AND RESTATED

2024 STOCK AND ANNUAL INCENTIVE PLAN

(THE "2024 PLAN" OR THE "SECOND AMENDED AND RESTATED 2024 PLAN")

Overview

The Board requests that stockholders approve the proposed Match Group, Inc. Second Amended and

Restated 2024 Stock and Annual Incentive Plan to (i) increase the number of shares of common stock available

for issuance under the 2024 Plan by 6,250,000 shares and (ii) extend the term of the 2024 Plan to the tenth

anniversary of our 2026 Annual Meeting. There are no other changes proposed to the 2024 Plan.

Background

The Board originally adopted the 2024 Plan in April 2024, which became effective upon approval by our

stockholders on the date of our 2024 Annual Meeting, which was June 21, 2024. The Board approved the

Amended and Restated 2024 Plan in April 2025, which became effective upon approval by our stockholders on

the date of our 2025 Annual Meeting, which was June 18, 2025. The Board approved the Second Amended and

Restated 2024 Plan on April 28, 2026, subject to approval by our stockholders at the 2026 Annual Meeting.

As of April 2, 2026, there were 9,312,930 shares remaining available for issuance under the 2024 Plan,

representing 3.98% of our outstanding common stock as of that date. As indicated last year, we are continuing our

annual request cadence for requesting additional shares so that stockholders can continue to monitor our share

usage and provide input on our equity program. The additional 6,250,000 shares requested for issuance under

the Second Amended and Restated 2024 Plan is intended to provide us with sufficient shares for grants to be

made over the next 12 to 18 months to support our continued employee attraction, retention and motivation

needs, ensuring our continued competitiveness in a dynamic talent market. The precise amount of time this pool

will sustain our future share needs is difficult to predict, particularly under our current market conditions and

ongoing market volatility throughout the technology sector, and it will depend on our hiring and retention needs

across our leadership team and broader employee population, the cost of which we expect will increase as we

continue to focus on top engineering, product and AI talent to execute our strategic plans, the possibility of

unplanned events such as unanticipated changes to our leadership team or headcount, and the price of our

common stock at the time equity awards are granted. In addition, if approved by stockholders, the term of the

2024 Plan will be extended to the tenth anniversary of the date of the stockholders’ approval at the 2026 Annual

Meeting.

If the Second Amended and Restated 2024 Plan is not approved by our stockholders, the 2024 Plan will

remain in effect in its current form, which may not be sufficient to support our equity compensation plans through

the next opportunity to increase the equity plan reserve at our 2027 Annual Meeting of Stockholders. As a result,

we would lose access to a key element of compensation that is critical in the competitive labor markets in which

we compete, and we may need to replace future equity incentive awards with cash awards, which may not align

the interests of our executives and employees with those of our stockholders as effectively as equity incentive

awards. Cash awards would also likely have a negative impact to our Adjusted EBITDA, which is among the

primary metrics by which we evaluate the performance of our business, on which our internal budget is based, by

which management is compensated, and which is often used to compare the performance of the Company to that

of our competitors.

The approval of the Second Amended and Restated 2024 Plan requires the affirmative vote of a majority of

the voting power of the shares of Match Group common stock present at the Annual Meeting in person or

represented by proxy and entitled to vote on the matter. The Board has determined that it is in the best interests of

the Company and its stockholders to approve this proposal. The Board recommends that our stockholders

vote "FOR" the approval of the Second Amended and Restated 2024 Plan.

Reasons to Vote for the Proposed Share Increase

Incentive Compensation is a Critical Part of Match Group’s Ability to Effectively Compete for Talent

We operate in a competitive market for talent across our portfolio of companies. The 2024 Plan enables us to

grant equity-based compensation awards designed to attract, retain and motivate highly talented and skilled

officers, employees, and non-employee directors, and other service providers who are critical to the achievement

of our long-term financial and strategic goals. Awards made under the 2024 Plan are designed to align the

1Data per Institutional Shareholder Services Inc. ("ISS") Corporate Solutions. Similarly-sized technology companies is defined as companies

within the software & service, technology hardware & equipment, semiconductor & semiconductor equipment, and media & entertainment

GICS sectors with market capitalization values between $3 billion and $30 billion. Match Group is a member of the media & entertainment

GICS sector.

individual interests of award recipients with the interests of our stockholders and reward them for the creation of

long-term stockholder value.

We believe that offering ownership interests in Match Group through the 2024 Plan is a key factor in

retaining existing employees, recruiting and retaining new employees, and fostering an ownership culture that

focuses all employees on our success. In addition, long-term equity-based compensation enables Match Group to

provide competitive compensation to help in the recruitment of executive officers and employees, and through

vesting requirements, helps to promote retention and long-term service of executive officers and employees. Our

broad-based program is used to attract and retain talented employees at all levels of the organization. During

2025, approximately 76% of our restricted stock unit ("RSU") and performance-based restricted stock unit ("PSU")

awards granted to employees and consultants were made to our non-executive officer employees and other

participants, which takes into account the potential maximum payout of PSU awards. No stock option awards

were granted in 2025.

Equity Awards Support Our Pay for Performance Objectives

We award RSUs to a broad-based group of our employees and non-employee directors. In addition, we also

grant PSUs to senior employees, including our named executive officers, that vest based on both time and the

achievement of rigorous performance conditions. Please see the description set forth under “Compensation

Discussion and Analysis—Compensation Elements—Long-Term Incentives” below for additional information

regarding the performance conditions associated with performance-based awards granted to executive officers in

2025. Our Board believes that equity awards – the value of which fluctuates based on our stock price

performance and, in the case of performance-based awards, the achievement of key objectives – directly link

realized pay to Company performance and reinforce our pay-for-performance philosophy. Equity-based

compensation under the 2024 Plan encourages recipients to act with an ownership mindset, and promote

responsible decision-making that supports sustained stockholder value.

Equity Awards Effectively Link Employee and Stockholder Interests and Drive Long-Term Value Creation

The Board and the Compensation and Human Resources Committee believe that equity awards provide

award recipients with a strong link to long-term performance and help to align the interests of award recipients

with those of stockholders. The 2024 Plan is designed to advance these interests to the benefit of Match Group

and its stockholders.

The ability to grant long-term equity-based compensation would allow Match Group to continue to align the

interests of award recipients with the interests of Match Group’s stockholders and to create substantial incentives

for Match Group’s executive officers and employees to achieve Match Group’s long-term goals.

We Are Mindful of the Need to Balance Our Need to Attract and Retain Talent with Stockholder Interests

Regarding Dilution

We are mindful of the dilutive impact of our equity compensation program on our stockholders. The

requested increase of 6,250,000 shares under the 2024 Plan, as proposed, is intended to balance dilution

considerations with our need to compete for skilled talent, maintain competitive compensation practices, and

attract and retain the leadership required to support our strategic objectives. In determining the reasonableness of

the 2024 Plan share reserve, our Compensation and Human Resources Committee considered both our dilution

compared to industry practice, and our historic burn rate.

Dilution

The proposed share increase represents an incremental dilution of approximately 2.67% of the shares of

common stock outstanding as of April 2, 2026, which is well below the median requests of similarly-sized

technology companies (3.70%) and that of all companies within the same Global Industry Classification Standard

("GICS") sector as Match Group (8.00%), each since January 2024.1 We expect that the additional 6,250,000

shares will provide us with a sufficient number of shares to cover issuances for the next 12 to 18 months. As

noted above, the precise amount of time this pool will sustain our future share needs is difficult to predict,

particularly under our current market conditions and ongoing market volatility throughout the technology sector,

and will depend on our hiring and retention needs across our leadership team and broader employee population,

the cost of which we expect will increase as we continue to focus on top engineering, product and AI talent to

execute our strategic plans, the possibility of unplanned events such as unanticipated changes to our leadership

team or headcount, and the price of our common stock at the time equity awards are granted. The Board believes

the number of additional shares requested for issuance under the 2024 Plan represents a reasonable amount of

potential additional equity dilution.

Our Board remains committed to effectively managing our share reserves for equity compensation while

minimizing stockholder dilution. In the near term, we intend to continue to make annual requests to stockholders

for additional shares so that stockholders can monitor our share usage and provide continued input on our equity

program. We also maintain a share repurchase program, which has the effect of helping to mitigate dilution from

equity awards by reducing the total number of our shares outstanding. However, our share repurchases have also

contributed to the increase in our burn rate over the last three years, as well as the potential dilution represented

by outstanding awards, as repurchases decrease the number of shares of common stock outstanding. During

2023, 2024 and 2025, we repurchased approximately 60 million shares, or approximately $2.1 billion of shares.

As of April 1, 2026, $895 million remains available under the share repurchase program.

Responsible Equity Usage

Below is a summary of Match Group’s assessment of potential dilution attributable to the proposed increase

in shares authorized pursuant to the Second Amended and Restated 2024 Plan. The information listed in the table

below is as of April 2, 2026, the most recent practicable date prior to the filing of our proxy statement, and reflects

all existing and former equity plans.


	Share Allocation and Potential Dilution
2024 Plan additional share request	6,250,000
Shares currently available for future awards(1)	9,312,930
Shares subject to currently outstanding full value awards(1)	18,707,442
Shares subject to currently outstanding stock options(2)	644,849
Total potential equity awards	34,915,221
Shares outstanding	233,884,942
Potential dilution from equity awards	14.93%

(1)Reflects (i) the maximum number of PSUs that would vest if the highest level of performance condition is achieved, (ii) 3,210,864

shares reserved to settle subsidiary equity awards denominated in the equity of certain of our subsidiaries (the "Subsidiary

Equity Awards") and (iii) 11,744 shares issuable pursuant to deferred share units accrued under the 2020 Match Group, Inc.

Deferred Compensation Plan for Non-Employee Directors. For a description of Subsidiary Equity Awards, see “Note 10—Stock-

Based Compensation—Equity Instruments Denominated in Shares of Certain Subsidiaries” to the consolidated financial

statements included in “Part II, Item 8—Consolidated Financial Statements and Supplementary Data” of the Company’s Annual

Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on

February 26, 2026 (the "2025 10-K").

(2)Stock options outstanding have a weighted average exercise price of $26.93 and a weighted-average remaining term of 1.36

years.

If approved, the 6,250,000 additional shares requested for issuance under the 2024 Plan would, when

combined with shares subject to outstanding equity awards as reflected in the table above, increase the potential

dilution percentage to approximately 14.93%.

Burn Rate

We are committed to managing the use of our equity incentives prudently to balance the benefits equity

compensation brings to our compensation program with the dilution it causes our stockholders. As part of our

analysis when considering the proposed share increase, we considered our three-year average “burn rate,” or the

number of shares subject to equity awards granted from the beginning of 2023 through the end of 2025, divided

by the weighted average number of shares outstanding for that period.


	2023	2024	2025
Burn rate (annual)(1)	1.93%	2.58%	3.21%

(1)Amounts for each year reflect the number of PSUs earned in each year and exclude Subsidiary Equity Awards due to the

inability to translate such awards into a number of Match Group shares on the date of grant. Refer to “Note 10—Stock-Based

Compensation” to the consolidated financial statements included in “Part II, Item 8—Consolidated Financial Statements and

Supplementary Data” of the 2025 10-K, for information on how the Company reports the number of awards granted each

year.

As shown in the table above, Match Group’s average annual burn rate for the three-year period ending

December 31, 2025 was 2.57%. For context, we believe there are significant factors that have influenced our

share usage and merit consideration. The majority of our recent hiring activity has been concentrated in Tinder

and Hinge, which operate in fiercely competitive markets. The recruitment efforts for these brands have

predominantly targeted technically skilled professionals, such as engineers, who command higher compensation

packages that include a significant equity component. This strategic focus on specialized talent is crucial for

maintaining our competitive edge and driving innovation in our industry. This heightened need for equity

compensation coincided with our stock price significantly declining and remaining depressed over the past three

years, which impacted the number of shares required to meet our compensation obligations. Accordingly, our

share usage in 2025 is most reflective of our anticipated equity needs over at least the next 12 to 18 months, with

an additional buffer, at our current stock price.

Our 2.57% average annual burn rate for the previous three years compares favorably to similarly situated

companies within our industry relative to our current size, market profile, and compensation practices. Further, it is

well below the benchmark set by Institutional Shareholder Services (5.42%) for Russell 3000 companies

(excluding S&P 500 constituents) within our GICS industry, which we believe is the appropriate benchmark

against which to assess our equity usage relative to market practice as we are no longer a member of the S&P

500 as of March 2026. The Board's Compensation and Human Resources Committee and management monitor

our equity usage on a regular basis and will continue to do so to ensure our burn rate is within competitive market

norms. While our prior inclusion in the S&P 500 reflected the Company’s position at that time, continued

evaluation of our equity usage against S&P 500 benchmarks does not provide a meaningful or representative

frame of reference for assessing our current or go-forward equity compensation practices. To the contrary, doing

so inappropriately compares us to companies with larger market capitalizations.

We also considered that during the period from the beginning of 2023 through the end of 2025, we made

equity grants in connection with leadership appointments that we believe are critical to furthering our business

strategy, and to incentivize our key officers and employees. We believe these new hires and aforementioned

compensation decisions are critical to the development and strength of our senior management team to attract the

experience and talent necessary to further implement our strategy.

Our Strong Corporate Governance Practices Further Align Our Equity Compensation Program with Stockholders'

Interests

The following is a list of key practices intended to protect the interests of our stockholders:

✓ No evergreen provision. The 2024 Plan does not contain an “evergreen” feature pursuant to which the

shares authorized for issuance under the plan can be increased automatically without stockholder approval.

✓ No discounted options or stock appreciation rights ("SARs"). Stock options and SARs must have an

exercise price per share that is no less than the fair market value of our common stock on the date of grant.

✓ No repricing. Repricing of options and SARs is not to be permitted without stockholder approval, except

for adjustments with respect to certain specified extraordinary corporate transactions.

✓ No “liberal” change in control definition. The change in control definition under the 2024 Plan is only

triggered in those instances where an actual change in control occurs.

✓ No automatic single-trigger vesting of employee awards. Awards granted under the 2024 Plan to

employees will not vest automatically upon a change in control.

✓ No liberal share recycling. Any shares withheld or tendered in respect of taxes relating to any award or

withheld or tendered to pay the exercise price of options will not again become available for issuance under the

2024 Plan.

✓ Restricted dividends and dividend equivalents on awards. The 2024 Plan permits payment of

dividends and dividend equivalents on awards only if and when the underlying award vests.

✓ Limit on non-employee director compensation. The maximum aggregate compensation that may be

paid to any non-employee director in any calendar year (including cash and awards under the 2024 Plan) is

$750,000, except that the maximum for a newly appointed or elected non-employee director is $1,000,000.

✓ Post-exercise holding period for CEO. Upon exercise of options or SARs by our CEO, any net shares

received will be subject to a post-exercise holding period until the earlier of twelve (12) months from the date of

exercise or the CEO’s termination of employment for any reason (including due to retirement).

✓ Clawback of awards. Awards granted under the 2024 Plan are subject to the Company’s Compensation

Recoupment Policy.

Summary of Terms of the 2024 Plan

The principal features of the 2024 Plan are described below. This summary is qualified in its entirety by

reference to the full text of the 2024 Plan, a copy of which is attached as Appendix A to this proxy statement.

Administration. The 2024 Plan is administered by the Compensation and Human Resources Committee (or

such other committee of the Board as the Board may from time to time designate, and for purposes of this

summary, the “Committee”). Among other things, the Committee has the authority to select individuals to whom

awards are granted, determine the types of awards granted, the number of shares of Match Group common stock

underlying awards and the terms and conditions of awards.

Term. Awards may be granted under the 2024 Plan for ten years following the date on which our

stockholders approve the 2024 Plan.

Eligibility. Awards under the 2024 Plan may be granted to any current or prospective director, officer,

employee and consultant of Match Group or its subsidiaries or affiliates. The 2024 Plan permits awards to be

made to any of the following individuals, as designated by the Committee: (i) non-employee directors of the

Company (currently, the Company has 10 non-employee directors); (ii) officers of the Company (currently, the

Company has 4 executive officers); (iii) employees (currently, the Company or its subsidiaries or affiliates have

approximately 2,200 full-time employees and 14 part-time employees); and (iv) consultants (currently, the

Company or its subsidiaries or affiliates have approximately 575 consultants). The basis for participation in the

2024 Plan is the Committee’s decision that an award to an eligible participant will further the 2024 Plan’s purpose

of retaining, attracting and rewarding non-employee directors, officers, employees and consultants of outstanding

ability and motivating eligible participants to exert their best efforts to achieve the Company’s long-term goals.

Shares Subject to the 2024 Plan. The 2024 Plan provides that the aggregate number of shares of Match

Group common stock subject to grant under the 2024 Plan will be (i) 17,926,467 (which represents the 6 million

shares of common stock originally reserved for issuance under the 2024 Plan plus the 11,926,467 shares

remaining available for future grant under the Match Group, Inc. Amended and Restated 2017 Stock and Annual

Incentive Plan (the "2017 Plan") as of June 21, 2024, the date on which the stockholders approved the original

2024 Plan), (ii) plus the additional 4,200,000 shares approved by stockholders on June 18, 2025, (iii) plus the

additional 6,250,000 shares requested pursuant to this proposal, (iv) plus any shares subject to any outstanding

award under the 2017 Plan that, after June 21, 2024, is forfeited, is terminated, expires or lapses for any reason

without delivery of the shares underlying such award. The maximum number of shares that may be granted

pursuant to incentive stock options is 10,000,000. The foregoing share limits are subject to adjustment in certain

circumstances to prevent dilution or enlargement.

The shares of Match Group common stock subject to grant under the 2024 Plan may be made available from

authorized but unissued shares or from treasury shares, as determined from time to time by the Board. To the

extent that any award is forfeited or any stock option or stock appreciation right terminates, expires or lapses

without being exercised or any award is settled for cash, the shares of Match Group common stock underlying

such awards will again be available for awards under the 2024 Plan. Shares will not again become available for

issuance under the 2024 Plan to the extent (i) they are withheld or tendered to pay the exercise price of a stock

option and/or the tax withholding obligations relating to any award, (ii) they underlie an award of SARs or any

similar award (in which case the total number of shares will not again become available for issuance, and not only

the number of shares actually issued in exercise or settlement of such an award), or (iii) they are repurchased by

the Company in the open market with proceeds from a cash exercise of a stock option.

Stock Options and SARs. The 2024 Plan provides for the award of stock options and SARs. Stock options

can either be incentive stock options (“ISOs”) or non-qualified stock options and SARs can be granted either

alone or in tandem with stock options. The exercise price of stock options and SARs cannot be less than 100% of

the Fair Market Value (defined below) of Match Group common stock on the grant date. The 2024 Plan defines

Fair Market Value as the closing price of Match Group common stock on the date of measurement, unless

otherwise determined by the Committee. The closing price of Match Group common stock, as reported on the

NASDAQ Stock Market, on April 15, 2026 was $34.52 per share. Stock options and SARs cannot be repriced

without stockholder approval.

Holders of stock options may pay the exercise price: (i) in cash, (ii) if approved by the Committee, in shares

of Match Group common stock (valued at Fair Market Value), (iii) with a combination of cash and shares of Match

Group common stock, (iv) by way of a cashless exercise through a broker approved by the Company or (v) by

withholding shares of Match Group common stock otherwise receivable on exercise. The Committee determines

the term of stock options and SARs, which term may not exceed ten years from the grant date. The Committee

determines the vesting and exercise schedules for stock options and SARs, which the Committee may waive or

accelerate at any time, and the extent to which these awards will be exercisable after a termination of

employment. Generally, unvested stock options and SARs terminate upon a termination of employment and

vested stock options and SARs remain exercisable for one year after death, disability or retirement and for ninety

(90) days after a termination of employment for any other reason. Vested stock options and SARs also terminate

upon a termination of employment for cause. Stock options and SARs are transferable only by will or the laws of

descent and distribution or pursuant to a qualified domestic relations order or, in the case of non-qualified stock

options or SARs, as otherwise expressly permitted by the Committee (including, if so permitted, pursuant to a

transfer to family members or a charitable organization, whether directly or indirectly or by means of a trust or

partnership or otherwise).

Restricted Stock. The 2024 Plan provides for the award of shares of Match Group common stock that are

subject to forfeiture and restrictions on transferability as set forth in the 2024 Plan and as may be otherwise

determined by the Committee (“Restricted Stock”). Except for these restrictions and any others imposed by the

Committee, upon the grant of an award of Restricted Stock, holders will have rights of a stockholder with respect

to the shares of Restricted Stock, including the right to vote such shares and to receive all dividends and other

distributions paid or made with respect to such shares, on such terms as will be set forth in the applicable award

agreement. Unless otherwise determined by the Committee: (i) cash dividends on shares of Restricted Stock shall

be automatically reinvested in additional shares of Restricted Stock and (ii) dividends payable in shares of Match

Group common stock shall be paid in the form of additional shares of Restricted Stock, which in both cases, shall

vest in accordance with the vesting schedule of the initial award. Grants of Restricted Stock awards under the

2024 Plan may or may not be subject to performance conditions. Shares of Restricted Stock may not be sold,

transferred, pledged, exchanged or otherwise encumbered prior to vesting.

RSUs. The 2024 Plan provides for the award of RSUs denominated in shares of Match Group common stock

that will be settled, subject to the terms and conditions of the RSUs, in cash, shares of Match Group common

stock or a combination thereof, based upon the Fair Market Value of the number of shares of Match Group

common stock vesting. RSUs are not shares of Match Group common stock and as a result, holders of RSUs do

not have rights of a stockholder. RSU award agreements will specify whether, to what extent and on what terms

and conditions the shares of Match Group common stock underlying awards will be credited for dividends (if at

all); provided that any dividend equivalents will be subject to the same vesting schedule as the underlying award

and will pay out only if and when the underlying award vests. RSUs granted under the 2024 Plan may or may not

be subject to performance conditions. RSUs may not be sold, transferred, pledged, exchanged or otherwise

encumbered prior to vesting.

Other Stock-Based Awards. The 2024 Plan also provides for the award of other Match Group common stock-

based awards and awards that are valued in whole or in part by reference to (or are otherwise based on) shares

of Match Group common stock (including unrestricted stock, dividend equivalents and convertible debentures).

For the avoidance of doubt, other stock-based awards granted pursuant to the 2024 Plan shall not be eligible to

receive dividends or dividend equivalents prior to the vesting of such an award.

Cash-Based Awards. Lastly, the 2024 Plan provides for cash-based awards settleable in cash, shares of

Match Group common stock or a combination thereof.

Change in Control. Unless otherwise provided in the applicable award agreement or otherwise set forth in

writing between the Company and the participant, upon a termination of employment (other than for cause or

disability) or resignation for good reason during the two-year period following a change in control:

•all stock options and SARs outstanding as of the date of termination or resignation that were outstanding

as of the date of the change in control will become fully vested and exercisable and will remain

exercisable until the later of: (i) the period that they would have remained exercisable absent the change

in control provision and (ii) the earlier of the original term or one-year anniversary of such change in

control;

•all restrictions applicable to all Restricted Stock outstanding as of the date of termination or resignation

that were outstanding as of the date of the change in control will lapse and such Restricted Stock will

become fully vested and transferable; and

•all RSUs, including PSUs, outstanding as of the date of termination or resignation that were outstanding

as of the date of the change in control will become fully vested, any outstanding performance goals will

be deemed satisfied at target, any restrictions shall lapse and such RSUs will be settled in cash or

shares of Match Group common stock as promptly as is practicable.

Amendment and Discontinuance. The 2024 Plan may be amended, altered or discontinued by the Board, but

no amendment, alteration or discontinuance may impair the rights of award holders without their consent.

Amendments to the 2024 Plan will require stockholder approval to the extent such approval is required by

applicable law or the listing standards of the applicable exchange. If approved by our stockholders, the Second

Amended and Restated 2024 Plan will terminate on the tenth anniversary of the date of stockholder approval of

the Second Amended and Restated 2024 Plan.

U.S. Federal Income Tax Consequences

The following is a summary of certain federal income tax consequences of awards to be made under the

2024 Plan based upon the laws in effect as of the date of this proxy statement. The discussion is general in nature

and does not take into account a number of considerations which may apply in light of individual circumstances

under the 2024 Plan. Income tax consequences under applicable state and local tax laws may not be the same as

under federal income tax laws.

Non-Qualified Stock Options. A participant will not recognize taxable income when a non-qualified stock

option is granted and we will not be entitled to a tax deduction at such time. A participant will recognize

compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) upon

the exercise of a non-qualified stock option equal to the excess of the Fair Market Value of the shares of Match

Group common stock purchased over their exercise price and we generally will be entitled to a corresponding

deduction.

ISOs. An award holder will not recognize taxable income when an ISO is granted. An award holder will not

recognize taxable income (except for purposes of the alternative minimum tax) upon the exercise of an ISO. If the

award holder does not sell or otherwise dispose of the shares of Match Group common stock acquired upon the

exercise of an ISO within two years from the date the ISO was granted or within one year from the date the award

holder acquired the shares of Match Group common stock, any gain or loss arising from a subsequent disposition

of such shares will be taxed as long-term capital gain or loss and we will not be entitled to any deduction. If,

however, the shares of Match Group common stock acquired are disposed of within such two- or one-year

periods, then in the year of such disposition the award holder will recognize compensation taxable as ordinary

income equal to the excess of the lesser of the amount realized upon such disposition and the Fair Market Value

of such shares on the date of exercise over the exercise price and we generally will be entitled to a corresponding

deduction. The excess of the amount realized through the disposition date over the Fair Market Value of the

shares of Match Group common stock acquired on the exercise date will be treated as capital gain.

SARs. An award holder will not recognize taxable income when a SAR is granted and we will not be entitled

to a tax deduction at such time. Upon vesting of a SAR, no taxable income is recognized. However, upon

exercise, the participant will recognize ordinary income (and subject to income tax withholding in the case of

employees) equal to the cash received or the difference between the Fair Market Value of any shares of Match

Group common stock received and the exercise price. We generally will be entitled to a corresponding deduction.

Restricted Stock. An award holder will not recognize taxable income when an award of Restricted Stock is

granted and we will not be entitled to a tax deduction at such time, unless the award holder makes an election

under Section 83(b) of the Internal Revenue Code of 1986 (the “Code”), as amended, to be taxed at grant. If such

an election is made, the award holder will recognize compensation taxable as ordinary income (and subject to

income tax withholding in the case of employees) at the time of the grant equal to the Fair Market Value of the

shares of Restricted Stock at such time. If such an election is not made, the award holder will recognize

compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at

vesting in an amount equal to the Fair Market Value of the shares of Restricted Stock at such time. We are

entitled to a corresponding deduction at the time ordinary income is recognized by the award holder. In addition,

dividends credited prior to vesting to shares of Restricted Stock for which the above-described election has not

been made will be compensation taxable as ordinary income (and subject to income tax withholding in the case of

employees), rather than as dividend income, and we will be entitled to a corresponding deduction.

RSUs. An award holder will not recognize taxable income when RSUs are granted and we will not be entitled

to a tax deduction at such time. An award holder will recognize compensation taxable as ordinary income (and

subject to income tax withholding in the case of employees) at vesting in an amount equal to the Fair Market

Value of any shares of Match Group common stock delivered (and the amount of cash paid by us (if any)) and we

will be entitled to a corresponding deduction.

Section 162(m). Under Section 162(m) of the Code, compensation (including compensation under the 2024

Plan) in any calendar year in excess of $1 million for any individual who serves as a named executive in 2017 or

thereafter will not be deductible, unless such compensation is grandfathered under the Tax Cuts and Jobs Act of

2017.

The foregoing general tax discussion is intended for the information of stockholders in connection with

considering how to vote with respect to the Second Amended and Restated 2024 Stock and Annual Incentive Plan

Proposal and not as tax guidance to individuals who receive awards under the 2024 Plan. Holders of awards

under the 2024 Plan are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign

and other tax consequences to them of participating in the 2024 Plan.

Registration with the SEC

If the stockholders approve this proposal, we will file with the SEC, as soon as reasonably practicable after

such approval, a registration statement on Form S-8 relating to the additional shares available for issuance under

the 2024 Plan.

New Plan Benefits

A new plan benefits table for the 2024 Plan and the benefits or amounts that would have been received by or

allocated to participants for the last completed fiscal year under the 2024 Plan is not provided because all awards

made under the 2024 Plan will be made at the Committee’s discretion, subject to the terms of the 2024 Plan.

Therefore, the benefits and amounts that will be received or allocated under the 2024 Plan are not determinable

at this time. However, please refer to the 2025 Summary Compensation Table in this proxy statement which sets

forth certain information regarding awards granted to our named executive officers during the last completed fiscal

year.

Existing Plan Benefits to Named Executive Officers and Others

The following table sets forth with respect to each named executive officer listed in the Summary

Compensation Table set forth below under "Executive Compensation" and each group listed below the number of

shares of common stock subject to RSUs and PSUs granted under the 2024 Plan, in each case since the

adoption of the 2024 Plan on June 21, 2024 through April 2, 2026 (without regard to whether any awards were

subsequently forfeited, terminated or canceled or shares were subsequently withheld). No awards of stock options

have been granted under the 2024 Plan.


Name	RSUs and PSUs Granted Since Adoption of Plan(1)
Spencer Rascoff	2,409,833
Steven Bailey	434,672
Sean Edgett	346,529
Hesam Hosseini	326,712
Bernard Kim	—
Gary Swidler	—


Name	RSUs and PSUs Granted Since Adoption of Plan(1)
All current executive officers as a group (4 persons)	3,517,746
All non-employee directors as a group (10 persons)	83,980
Manuel Bronstein (director nominee)	—
Laura Rachel Jones (director nominee)	8,398
Ann L. McDaniel (director nominee)	8,398
Thomas J. McInerney (director nominee)	8,398
All employees, including all current officers who are not executive officers, as a group (1,598 persons)	14,369,475

(1)For PSUs, reflects the maximum number of PSUs that would vest if the highest level of performance condition is achieved.

PROPOSAL 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee of the Board has appointed Ernst & Young LLP (“E&Y”) as Match Group’s independent

registered public accounting firm for the fiscal year ending December 31, 2026, and is requesting that

stockholders ratify the appointment.

The Audit Committee annually evaluates the performance of E&Y and determines whether to continue to

retain E&Y or consider the retention of another firm. In appointing E&Y as Match Group’s independent registered

public accounting firm for 2026, the Audit Committee considered (i) E&Y’s performance as Match Group’s

independent registered public accounting firm, (ii) the fact that E&Y has audited the financial statements of Match

Group since Match Group was a wholly owned subsidiary of IAC/InterActiveCorp and also since the completion of

Match Group’s initial public offering in 2015, (iii) E&Y’s independence with respect to the services to be performed

for Match Group and (iv) E&Y’s strong and considerable qualifications and general reputation for adherence to

professional auditing standards. In addition, in conjunction with the mandated rotation of the lead engagement

partner every five years, the Audit Committee is directly involved in the selection of the new lead engagement

partner.

A representative of E&Y is expected to be present at the Annual Meeting and will be given an opportunity to

make a statement if they so choose and will be available to respond to appropriate questions.

Although ratification is not required by applicable laws, our bylaws or otherwise, the Board is submitting the

selection of E&Y to our stockholders for ratification because the Board values your views on Match Group’s

independent registered public accounting firm. The Audit Committee intends to carefully consider the results of the

vote. If the stockholders do not ratify the appointment of E&Y, the Audit Committee will consider whether it is

appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the

Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time

during the year if the Audit Committee determines that such a change would be in the best interests of Match

Group and our stockholders.

Ratification of the appointment of E&Y as Match Group’s independent registered public accounting firm

requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present

at the Annual Meeting in person or represented by proxy and entitled to vote on the matter.

The Board recommends that our stockholders vote "FOR" the ratification of the appointment of E&Y as

Match Group’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

AUDIT COMMITTEE MATTERS

Audit Committee Report

The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most

recent version of which is available on Match Group’s website at https://ir.mtch.com. The Audit Committee charter

governs the operations of the Audit Committee and sets forth its responsibilities, which include providing

assistance to the Board of Directors with the monitoring of: (i) the integrity of Match Group’s financial statements,

(ii) the effectiveness of Match Group’s internal control over financial reporting, (iii) the qualifications, performance

and independence of Match Group’s independent registered public accounting firm, (iv) the performance of Match

Group’s internal audit function, (v) Match Group’s risk assessment and risk management policies as they relate to

financial and other risk exposures and (vi) Match Group’s compliance with legal and regulatory requirements. It is

not the duty of the Audit Committee to plan or conduct audits or to determine that Match Group’s financial

statements and disclosures are complete, accurate and have been prepared in accordance with generally

accepted accounting principles and applicable rules and regulations. Management is responsible for Match

Group’s financial reporting process, including systems of internal control over financial reporting. The independent

registered public accountants are responsible for performing an independent audit of Match Group’s consolidated

financial statements and the effectiveness of Match Group’s internal control over financial reporting in accordance

with the standards of the Public Company Accounting Oversight Board (“PCAOB”), and to issue a report thereon.

The Audit Committee’s responsibility is to engage the independent auditor and otherwise to monitor and oversee

these processes.

In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated

financial statements of Match Group included in the Annual Report on Form 10-K for the year ended December

31, 2025 with Match Group’s management and E&Y, Match Group’s independent registered public accounting

firm.

The Audit Committee has discussed with E&Y the matters required to be discussed by the applicable

requirements of the PCAOB and the Securities and Exchange Commission. In addition, the Audit Committee has

received the written disclosures and the letter from Ernst & Young required by applicable requirements of the

PCAOB regarding E&Y’s communications with the Audit Committee concerning independence and has discussed

with E&Y its independence from Match Group and its management.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the

Board of Directors that the audited consolidated financial statements for Match Group be included in Match

Group’s Annual Report on Form 10‑K for the year ended December 31, 2025 for filing with the SEC.

Members of the Audit Committee

Darrell Cavens (Chairperson)

Stephen Bailey

Glenn H. Schiffman

Fees Paid to Our Independent Registered Public Accounting Firm

The following table sets forth fees for all professional services rendered by E&Y to Match Group for the years

ended December 31, 2025 and 2024:


	2025		2024
Audit Fees	$4,904,434	(1)	$4,721,702	(2)
Audit-Related Fees	$—		$—
Total Audit and Audit-Related Fees	$4,904,434		$4,721,702
Tax Fees	$185,073	(3)	$45,980	(4)
Total Fees	$5,089,507		$4,767,682

______________________

(1)Audit Fees in 2025 include: (i) fees associated with the annual audit of financial statements and internal

control over financial reporting and review of periodic reports, (ii) statutory audits (audits performed for

certain Match Group businesses in various jurisdictions abroad, which audits are required by local law),

(iii) fees for services performed in connection with the offering of Match Group's 6.125% Senior Notes due

2033, including issuance of the related comfort letter, (iv) fees for services performed related to the

issuance of the auditor’s consent for SEC registration statements, and (v) out-of-pocket expenses.

(2)Audit Fees in 2024 include: (i) fees associated with the annual audit of financial statements and internal

control over financial reporting and review of periodic reports, (ii) statutory audits (audits performed for

certain Match Group businesses in various jurisdictions abroad, which audits are required by local law),

(iii) review of documents filed with the SEC, and (iv) out-of-pocket expenses.

(3)Tax Fees in 2025 include fees paid for tax compliance services and routine-on-call advisory services.

(4)Tax Fees in 2024 include fees paid for tax compliance services, routine-on-call advisory services, and

domestic tax advisory services.

Audit and Non-Audit Services Pre-Approval Policy

The Audit Committee has a policy governing the pre‑approval of all audit and permitted non‑audit services

performed by Match Group’s independent registered public accounting firm in order to ensure that the provision of

these services does not impair such firm’s independence from Match Group and its management. Unless a type

of service to be provided by Match Group’s independent registered public accounting firm has received general

pre‑approval, it requires specific pre‑approval by the Audit Committee. Any proposed services in excess of

pre‑approved cost levels also require specific pre‑approval by the Audit Committee. In all pre‑approval instances,

the Audit Committee considers whether such services are consistent with SEC rules regarding auditor

independence.

All tax services require specific pre‑approval by the Audit Committee. In addition, the Audit Committee has

designated specific services that have the pre‑approval of the Audit Committee (each of which is subject to

pre‑approved cost levels) and has classified these pre‑approved services into one of three categories: Audit,

Audit‑Related and All Other (excluding Tax). The term of any pre‑approval is 12 months from the date of the

pre‑approval, unless the Audit Committee specifically provides for a different period. The Audit Committee revises

the list of pre‑approved services from time to time. Pre‑approved fee levels for all services to be provided by

Match Group’s independent registered public accounting firm are established periodically from time to time by the

Audit Committee.

Pursuant to the pre‑approval policy, the Audit Committee may delegate its authority to grant pre‑approvals to

one or more of its members, and has currently delegated this authority to its Chairperson. The decisions of the

Chairperson (or any other member(s) to whom such authority may be delegated) to grant pre‑approvals must be

presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its

responsibilities to pre‑approve services to management. The Audit Committee pre-approved all services

performed by E&Y in 2025 and 2024.

INFORMATION CONCERNING MATCH GROUP EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Background information about Match Group’s current executive officers who are not directors is set forth

below. For background information about Match Group’s Chief Executive Officer, Spencer Rascoff, see the

discussion under "Proposal 1—Election of Directors—Information Concerning Director Nominees and Other

Board Members."

Steven Bailey, age 44, has served as Match Group's Chief Financial Officer since March 2025. Prior to that,

he held positions of increasing responsibility with the Company since 2012, including Senior Vice President,

Financial Planning & Business Operations from February 2022 to February 2025; Chief Financial Officer, Match

Group Americas, from February 2021 to January 2022; Senior Vice President, Finance & Business Operations,

Match Group Americas, from February 2018 to January 2021; and VP, Finance, Match Group Americas, from

February 2016 to January 2018. Prior to joining the Company, Mr. Bailey served as Manager, Financial Planning

& Analysis, for Dow Jones from 2011 to 2012. Mr. Bailey began his career serving in various finance and

operations roles for Heritage Building Group from 2004 to 2011. He received an MBA in Finance from Lehigh

University and a BA in Finance from Bloomsburg University.

Sean Edgett, age 48, has served as Match Group’s Chief Legal Officer and Secretary since September

2024. Prior to joining Match Group, Mr. Edgett served as Chief Legal Officer & Secretary for UPSIDE Foods, a

food technology company, since April 2023. Prior to that, he was Senior Vice President & General Counsel of

Twitter from February 2018 until October 2022. Mr. Edgett joined Twitter in August 2012, holding various executive

legal roles until February 2018. He served as Director of Legal at NetApp from October 2010 until August 2012

and began his career as a litigation attorney for Akin Gump Strauss Hauer & Feld LLP from 2003 to 2005 before

practicing as a corporate attorney at Latham & Watkins LLP from 2005 to 2010. Mr. Edgett received a BA in

Cognitive Science and a BA in Psychology from University of California San Diego, and a JD from Pepperdine

University School of Law.

Hesam Hosseini, age 41, has served as Match Group's Chief Operating Officer since April 2025 and served

as Match Group's Chief Executive Officer, Evergreen & Emerging Brands, from February 2023 to March 2026.

Prior to February 2023, he held various positions with the Company since February 2013, including Chief

Executive Officer, Match and Match Affinity, from December 2017 to February 2023; Chief Executive Officer,

PlentyOfFish, from January 2016 to December 2017; and General Manager, New Initiatives, from February 2013

to January 2016. Mr. Hosseini began his career serving as a Business Analyst for McKinsey & Company. He

received a BBA from The University of Western Ontario. On March 5, 2026, the Company announced that Mr.

Hosseini would be transitioning from the Company on June 2, 2026.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Our executive officers and former executive officers whose compensation is discussed in this compensation

discussion and analysis (the “CD&A”) and whom we refer to as our named executive officers in this CD&A (the

“NEOs”) are:


Named Executive Officer	Position
Spencer Rascoff	Chief Executive Officer (since February 4, 2025)
Steven Bailey	Chief Financial Officer (since March 1, 2025)
Sean Edgett	Chief Legal Officer and Secretary
Hesam Hosseini	Chief Operating Officer (since April 1, 2025) & Former CEO, Evergreen & Emerging Brands (until March 31, 2026)
Bernard Kim	Former Chief Executive Officer (until February 4, 2025)
Gary Swidler	Former President (until April 1, 2025) and Former Chief Financial Officer (until March 1, 2025)

While the principal purpose of this CD&A is to review the compensation of our NEOs, many of the programs

discussed apply to other members of senior management. This CD&A should be read together with the

compensation tables and related disclosures set forth below.

Leadership Transitions

2025 represented a year of leadership transformation for Match Group, with the following leadership

changes taking place:

•Mr. Rascoff, a member of the Board since March 2024, was appointed Chief Executive Officer of the

Company effective February 4, 2025. Mr. Rascoff succeeded Mr. Kim, who ceased serving as Chief

Executive Officer and a member of the Board effective the same day. Mr. Rascoff is an accomplished

leader and entrepreneur, with a strong track record of growing, scaling and re-shaping technology

companies, as well as serving as an active investor and advisor to high-growth technology companies

across marketplaces, media and AI. As co-founder and CEO of Zillow Group for more than a decade, he

transformed it into a category-defining platform, expanding its offerings and significantly growing its

market value. He also co-founded Hotwire, a breakthrough online travel marketplace.

•Mr. Bailey, previously the Company’s Senior Vice President, Financial Planning & Business Operations,

succeeded Mr. Swidler as Chief Financial Officer of the Company on March 1, 2025, after which Mr.

Swidler would continue to serve as President. On February 28, 2025, Mr. Swidler gave notice to the

Company of his intention to terminate his employment with the Company, effective as of July 4, 2025. Mr.

Swidler continued to serve as President until April 1, 2025, after which he remained employed in an

advisory capacity until July 4, 2025. As Mr. Swidler’s departure was voluntary, he forfeited all outstanding

unvested equity upon departure.

•Mr. Hosseini, in addition to his existing role as the CEO, Evergreen & Emerging Brands, was appointed

as Chief Operating Officer of the Company effective April 1, 2025. On March 5, 2026, the Company

announced that Mr. Hosseini would be transitioning from the Company on June 2, 2026, following the

elimination of the Chief Operating Officer role.

CEO Transition Compensation Arrangements

The Board and the Compensation and Human Resources Committee of the Board (for purposes of this

CD&A, the “Committee”) considered the strong alignment of Mr. Rascoff’s experience with Match Group’s needs

in designing a compensation package that would incentivize him to accept our offer, strongly emphasize

performance and directly align his pay outcomes with the long-term value he generates for stockholders, the

details of which were:


Spencer Rascoff CEO 2025 New-Hire Compensation
Pay Element	Target Value(1)	Key Features
Annual Base Salary	$800,000
Annual Cash Bonus	200% of annual base salary	•Payout determined based on financial and individual performance consistent with our 2025 program design
Initial PSUs	$10,800,000	•Three-year performance period tied to Match Group’s total shareholder return (“TSR”) relative to the other companies in the Nasdaq Composite index •Vests, if earned, on the third anniversary of grant
Initial RSUs	$7,200,000	•Three-year vesting: 1/3 of the award vests on the first anniversary of grant, with the remainder vesting ratably 1/12 or 8.33% over following quarters, subject to continued service
New-Hire Value Creation Award (the "VCA")	$30,000,000	•Three-year performance period; eligible to vest in three equal tranches subject to achievement of stock price hurdles of $40, $50 and $60(2) ◦For each tranche, 50% vests upon achievement of the stock price hurdle, and 50% vests at the end of the three-year performance period, subject to continued service through each vesting date

(1)In the case of Mr. Rascoff’s equity awards, Target Value is converted into a number of RSUs and PSUs by dividing the reported

amount by the volume-weighted average stock price, rounded to two decimals, of Company common stock for the period

commencing on January 1, 2025 and ending on February 4, 2025. The Target Value of each equity award is different than the grant

date fair value of the equity award calculated in accordance with Financial Accounting Standards Board's ("FASB") Accounting

Standards Codification ("ASC") 718. For the grant date fair value of each award, see “Executive Compensation – Grants of Plan-

Based Awards in 2025.”

(2)Achievement of stock price hurdles is determined based on the volume-weighted average closing trading price over any 45

consecutive calendar days during the measurement period, which, except in connection with certain qualifying terminations,

commences on February 4, 2027 and ends on February 4, 2028 or, in certain cases, May 4, 2028.

See “Compensation Elements – Long-Term Incentives” for additional details regarding Mr. Rascoff’s 2025

equity awards. For 2026, pursuant to his employment agreement, Mr. Rascoff’s equity awards consisted of 60%

PSUs and 40% RSUs, with a combined target value of $12,000,000, which is converted into a number of PSUs

and RSUs determined by dividing the target value by the 30-day volume-weighted average stock price, rounded

to two decimals, ending on the date of Committee approval of the awards.

The circumstances of Mr. Kim’s departure qualified as a termination without cause under his employment

agreement. Accordingly, as contemplated by his employment agreement, Mr. Kim received or became entitled to

the following severance benefits after timely providing a release of claims in favor of the Company:

•Continued payment of his annual base salary of $1,000,000 for one year;

•A lump sum payment of $2,415,000, representing his annual target cash bonus opportunity for 2025 and

his annual cash bonus payout for the 2024 performance period based on actual performance;

•Accelerated vesting of 207,077 RSUs, representing RSUs scheduled to vest within two years of his

departure date;

•PSUs that were eligible to be earned and vested within two years of his departure date would remain

outstanding and vest, if at all, subject to actual achievement of the relevant performance conditions upon

conclusion of the awards’ respective performance periods; and

•Continued coverage under the Company’s group health plan for 12 months following his departure date.

In addition to such severance benefits, pursuant to his employment agreement, Mr. Kim remains bound by

covenants not to compete with Match Group and not to solicit Match Group’s employees or business partners for

18 months following his departure date.

Philosophy and Objectives

Match Group’s executive compensation program is designed to increase long-term stockholder value by

attracting, retaining, motivating and rewarding leaders who have the competence, character, experience and

ambition necessary to drive Match Group to meet its growth and profitability objectives.

Match Group’s business comprises a broad and diverse portfolio of brands that we believe will be best

managed if we successfully attract and retain senior executives with entrepreneurial backgrounds, attitudes and

aspirations. Accordingly, when working to recruit and retain our executive officers and other senior leaders, we

compete not only with other public companies, but also with earlier stage companies, companies funded by

financial sponsors including private equity and venture capital firms, financial sponsors themselves and

professional firms. We structure our executive compensation program to foster our entrepreneurial culture so that

we can compete in this varied marketplace for talent, with an emphasis on variable, contingent compensation and

long-term equity ownership.

We believe that a strong performance-focused executive compensation program is essential to enable us to

achieve our business goals and to build stockholder value. We seek to achieve these objectives through a

compensation program that:


Pays for performance:	We take a rigorous performance-based approach to executive compensation. A significant portion of NEO pay is not guaranteed but rather is at risk and/or based on attaining various Company and individual performance objectives.
Instills an ownership culture:	Our ownership culture guides our decision to make equity awards the most significant component of our NEOs’ annual pay opportunities. 2025 long-term incentives were granted in the form of RSUs and PSUs, as discussed further in "Compensation Elements – Long-Term Incentives" below, to motivate and reward absolute and relative long-term value creation for our stockholders, strongly linking the interests of each of our NEOs with those of our stockholders.
Pays competitively:	We set compensation levels that are competitive with those of individuals holding comparable positions at companies with which we compete for talent and that are of similar size, market valuation and business complexity.
Values stockholder input:	We consider feedback from our stockholders relevant to our compensation practices.

We maintain the following compensation practices that

reflect our pay-for-performance compensation philosophy:


What We Do		What We Don’t Do

✓ Pay for performance - structure a substantial portion of pay to be “at risk” and based on Company and individual performance ✓ Use objective performance-based Company goals that are designed to be rigorous in our incentive programs ✓ Annually review the composition of our executive compensation peer group to evaluate whether the peer group remains appropriate considering our size and industry ✓ Conduct an annual advisory say-on-pay vote on our NEO compensation ✓ Formally assess risk within the executive compensation program ✓ Ensure the independence of the members of the Committee and the advisors who report to them ✓ Maintain stock ownership guidelines that reinforce the alignment of NEO and stockholder interests ✓ Prohibit hedging and pledging transactions with respect to our securities ✓ Maintain a clawback policy regarding recovery of erroneously awarded compensation in the event of an accounting restatement and can require forfeiture or reimbursement of RSUs and PSUs in certain other circumstances		x No guaranteed base salary increases x No excise tax gross ups for NEOs x No excessive perquisites x No “single-trigger” change in control payments x No repricing of underwater options without stockholder approval

2025 Company Performance

Revenue in 2025 was flat year-over-year (“Y/Y”) at $3.5 billion, with a 5% Y/Y increase in Revenue per Payer

(“RPP”) to $20.09, offset by a 5% Y/Y decline in Payers to 14.2 million. Net income in 2025 increased 11% Y/Y to

$613 million, representing a net income margin of 18%. Adjusted EBITDA declined 1% Y/Y to $1.2 billion,

representing an Adjusted EBITDA margin of 35%. However, excluding $75 million of legal settlement costs, $22

million of restructuring and related costs, and an $8 million gain on the sale of one of our two buildings in Los

Angeles, Adjusted EBITDA would have been $1.3 billion, representing an Adjusted EBITDA margin of 38%.

Operating cash flow and Free Cash Flow in 2025 were $1.1 billion and $1.0 billion, respectively. We used

$789 million for the repurchase of shares, paid $186 million in dividends, and deployed $129 million of cash

toward net share settlement of employee equity awards to reduce share dilution, equating to 108% of Free Cash

Flow in total.

2025 marked year one of our three-phase transformation: Reset, Revitalize, and Resurgence. We completed

the Reset phase early in the year by instilling a culture of speed and accountability, realigning the Company

around user outcomes and product execution, simplifying the organization, and rationalizing costs.

In 2026, we are firmly in the Revitalize phase, focused on building product experiences that lead to real

human connection, particularly at Tinder. Early progress is visible in user engagement trends across key markets.

As we execute throughout 2026, we believe this foundation positions the Company to enter the Resurgence

phase in 2027, first with our users and, over time, in our financial performance.

Certain of the financial measures described above are supplemental measures to U.S. generally accepted

accounting principles (“GAAP”). For a further description of each non-GAAP financial measure set forth above as

well as a full reconciliation of each non-GAAP financial measure to the most directly comparable financial

measure stated in accordance with GAAP, see Appendix B. For definitions of certain terms used above, including

Payers and RPP, please see page 39 of our Annual Report to Stockholders for the year ended December 31,

2025, filed with the Securities and Exchange Commission on April 30, 2026.

2025 Compensation Highlights

Our 2025 compensation decisions and pay outcomes demonstrate alignment with our philosophy and

objectives.


Target Compensation Opportunities:	▪No NEO salaries were increased, other than for Mr. Bailey upon his promotion to Chief Financial Officer and Mr. Hosseini upon his promotion to Chief Operating Officer. ▪No NEO annual target bonus opportunities were increased, except for Mr. Hosseini upon his promotion to Chief Operating Officer. Mr. Rascoff’s target bonus of 200% was set upon his appointment as Chief Executive Officer. ▪Equity award opportunities for NEOs hired or promoted during the year were informed by those actions. As Mr. Edgett joined Match Group near the end of 2024, the size of his 2025 equity awards was limited in accordance with the Company’s standard practice of limiting or not granting annual refresher awards to employees joining towards the end of the previous year. ▪Mr. Kim and Mr. Swidler did not receive 2025 equity awards due to the timing of their respective departures.
Annual Program Design:	▪Consistent with our 2024 design, the 2025 annual bonus program measured Company revenue and profitability performance to determine the majority of bonus payouts for each of our current NEOs, as discussed further in "Compensation Elements – Annual Bonuses" below. ▪Excluding Mr. Rascoff's New-Hire Value Creation Award, 60% of the target value of his and Mr. Hosseini's 2025 equity awards were in the form of PSUs and 40% were in the form of RSUs. Annual equity awards for all other NEOs were delivered in an equal mix of RSUs and PSUs. Mr. Rascoff's New-Hire Value Creation Award requires significant stock price appreciation to vest and brings the aggregate performance-based portion of the target value of Mr. Rascoff's new hire equity awards to 85%. Our emphasis on equity opportunities incentivizes long-term value creation and ensures that NEOs’ pay is primarily at-risk based on our stock price performance, creating strong alignment with our stockholders. In addition, the three-year vesting periods reduce the risk that our NEOs will place too much focus on short-term achievements to the detriment of the long- term goals of the Company. For additional information on the equity awards granted to our NEOs during 2025, including a description of how target values are converted into a number of PSUs and RSUs, see “Compensation Elements – Long-Term Incentives.” ▪PSUs granted in 2025, other than Mr. Rascoff's New-Hire Value Creation Award, continue to have their payout solely based on Match Group’s 3-year relative TSR (“rTSR”) percentile rank among Nasdaq Composite index companies. The payout range for our PSUs was widened for 2025. See “Compensation Elements – Long-Term Incentives”.
Pay Outcomes:	▪2025 NEO annual bonus payouts averaged 93% of target. ▪Mr. Hosseini received the second $500,000 installment of a one-time retention bonus that was awarded in 2023. ▪All the PSUs awarded in 2021 and 2022 to NEOs that were scheduled to vest in 2025 were earned at 0% of target with no payout based on the Company's relative stock growth performance over the four-year and three-year periods ending in 2025, respectively.

As the charts below show, 98% of Mr. Rascoff's 2025 target compensation was variable and at-risk and, on

average, 88% of annualized post-promotion 2025 target compensation for our other NEOs (excluding Mr. Kim and

Mr. Swidler) was considered variable and at risk.

Stockholder Engagement and 2025 Say-on-Pay Vote

We believe it is important to provide an open forum for stockholder discussion and feedback. As a result, our

management regularly engages with our stockholders to hear their perspectives. We greatly value this feedback,

and we seek to optimize our executive compensation program by refining our policies, procedures and practices

when appropriate.

In 2025, we participated in discussions with many of our stockholders, including our largest stockholders, on

a variety of topics. We also communicate with our stockholders through several other forums, including quarterly

earnings calls, our annual and quarterly reports, proxy statements and other SEC filings, our Annual Meeting of

Stockholders, investor meetings and conferences and our Investor Relations website.

At our 2025 annual meeting of stockholders, we were pleased that the advisory vote on NEO compensation

(the “say-on-pay” vote) received 97% support, reflecting strong stockholder support for our compensation

programs and practices. Accordingly, we did not make any changes to our programs or practices as a result of

this vote.

Compensation-Setting Practices and Process

When establishing initial compensation packages upon an executive's hire or promotion, Match Group

makes decisions based on a variety of factors particular to a given executive's situation, including our firsthand

experience with the competition for recruiting and retaining executives, negotiation and discussion with the

individual executive, comparative market data, internal equity considerations, prior compensation levels for the

particular position within Match Group, the location of a particular executive, compensation levels available to the

individual in alternative opportunities, and other factors we deem relevant at the time. Each individual component

of a given NEO’s compensation is evaluated independently and in relation to the package as a whole. Prior

earning histories and outstanding long-term compensation holdings are also considered.

In its annual review of each NEO’s pay package, prior to making specific decisions related to any particular

element of compensation, the Committee typically considers the following factors:

•Historical compensation levels for each of our NEOs, evaluating the NEO’s total near-term and long-term

compensation in aggregate;

•Each individual NEO’s skills, experience and qualifications relative to similarly situated executives at the

companies in our compensation peer group and in select broad-based compensation surveys;

•Each individual NEO’s performance against the expectations of the Committee, our Board and our Chief

Executive Officer (for other NEOs);

•The compensation practices among our competitors and broad-based compensation surveys;

•Our historical and projected future performance against Company-wide and brand-level financial and

operational objectives established by the Committee and our Board;

•The recommendations provided by our Chief Executive Officer with respect to the compensation of our

other NEOs; and

•The competitive state of the labor market generally, including any need to strengthen the retentiveness

of our compensation packages.

Roles and Responsibilities

The Committee has primary responsibility for establishing the compensation of our NEOs. For each of our

NEOs, all compensation decisions referred to throughout this CD&A regarding their compensation as an executive

officer have been made by the Committee, based in part on recommendations from our Chief Executive Officer

(except with respect to his own compensation), and in consultation with the Chairman of our Board.

Our Chief Executive Officer participates in structuring Company-wide compensation programs and in

establishing appropriate bonus and equity pools. In late 2024 and early 2025, Mr. Kim and Mr. Rascoff, as

applicable, met with the Committee several times to review potential 2025 compensation, including salary levels,

target bonus levels and total equity award values, as well as to discuss their views of business and individual

executive officer performance for 2024. In late 2025 and early 2026, Mr. Rascoff again met with the Committee

several times to review his recommendations for annual bonuses for Messrs. Bailey, Edgett and Hosseini based

on 2025 performance. Mr. Kim and Mr. Rascoff did not participate in the determination of their own respective

compensation. Following each of these discussions, the Committee met in executive session to discuss the

CEO’s recommendations, including their views of corporate and individual NEO performance.

Since 2021, the Committee has engaged Compensia, a national compensation consulting firm, to assist it

with compensation matters, including compensation peer group selection, executive and non-employee director

compensation assessment, equity usage analysis and compensation risk assessment, and to provide competitive

market data for comparable companies. During 2025, Compensia also advised the Committee in connection with

the various compensation decisions made in connection with the leadership changes that occurred during the

year.

Compensia reports directly to the Committee, and the Committee has the authority to replace Compensia or

engage additional consultants at any time. One or more representatives from Compensia attends Committee

meetings and communicates with the Chair of the Committee, as well as other Committee members, between

meetings from time to time. Compensia has no other business relationship with Match Group and receives no

payments from Match Group other than fees for services to the Committee. The Committee has assessed the

independence of Compensia considering, among other things, the factors set forth under Rule 10C-1 of the

Exchange Act and the Marketplace Rules, and has concluded that no conflict of interest has arisen with respect to

the work that Compensia performs for the Committee.

Use of Comparative Market Data

For purposes of comparing our executive compensation program against the competitive market, the

Committee evaluates the compensation of our NEOs against those in similar positions at comparable companies

at least annually, with input from its compensation consultant. The Committee does not use a single method or

measure in making its compensation decisions, nor does it position compensation levels based upon a specific

level relative to a peer group or other companies. Nonetheless, the pay practices at comparable companies are

an important factor that the Committee considers in assessing the reasonableness of compensation and ensuring

that our compensation practices are competitive in the marketplace.

The Committee applied the following criteria when selecting the peer group companies used for assessing

our executive compensation program for 2025, in collaboration with Compensia:


Criteria for Peer Group	General Characteristics
Revenue	•Approximately 0.5x to 2.0x Match Group’s last 12-month revenue of $3.5B (~$1.7B to ~$6.9B as of August 22, 2024). •Select companies outside this guideline may be retained if they are particularly relevant.
Market Capitalization	•Approximately 0.33x to 3.0x Match Group’s then current 30-day average market capitalization of ~$9.0B (~$3.0B to ~$27.0B as of August 22, 2024). •Given market volatility, some peers may be slightly outside this range.
Qualitative Factors	•In addition, the Committee considers other characteristics such as growth rate, profitability, a company’s proximity to its IPO, whether a company has a relevant business model or is a competitor, peers identified by proxy advisory firms, and whether a company has named Match Group as a peer.

Applying these criteria, the Committee approved the removal of DoorDash, Electronic Arts, and Spotify and

the addition of DraftKings, Instacart, Light & Wonder and Lyft. The 20 companies that constituted our

compensation peer group as of September 2024 were (ticker symbols shown in parentheses):


Akamai Technologies Inc. (AKAM)	eBay Inc. (EBAY)	Maplebear Inc. (dba Instacart) (CART)	Roku, Inc. (ROKU)
Bumble Inc. (BMBL)	Etsy Inc. (ETSY)	Light & Wonder, Inc. (LNW.AX)	Snap Inc. (SNAP)
DocuSign, Inc. (DOCU)	Expedia Group, Inc. (EXPE)	Lyft, Inc. (LYFT)	Take-Two Interactive Software Inc. (TTWO)
DraftKings Inc. (DKNG)	GoDaddy Inc. (GDDY)	Pinterest, Inc. (PINS)	Zillow Group, Inc. (ZG)
Dropbox, Inc. (DBX)	IAC Inc. (IAC)	Roblox Corp. (RBLX)	Zoom Communications, Inc. (ZM)

Using the same criteria, in September 2025, the Committee approved the removal of Roblox and Take-Two

Interactive from the peer group as each company exceeded the maximum market capitalization criteria, and the

additions of Grindr Inc. (GRND), Sirius XM Holdings Inc. (SIRI), Stride, Inc. (LRN), The New York Times Co.

(NYT), and Tripadvisor, Inc. (TRIP). The peer group as updated in September 2025 was used for assessing our

executive compensation program for 2026.

Compensation Elements

Match Group’s compensation packages for our NEOs primarily consist of salary, annual bonuses, long‑term

incentives (typically equity awards), and, to a more limited extent, perquisites and other benefits.

Salary

Mr. Rascoff’s salary was established in connection with his commencement of employment as CEO in

February 2025. Salaries for our other NEOs were established taking into consideration the factors described

above in “Compensation-Setting Practices and Process,” including, for Mr. Bailey, his promotion to Chief Financial

Officer, and, for Mr. Hosseini, the expansion of his role and responsibilities upon his promotion to Chief Operating

Officer. The Committee did not increase the salaries for any other NEOs as compared to 2024 levels. Annual base

salaries for each NEO are set forth in the table below. See the Summary Compensation Table for amounts

actually paid during 2025, which include pro-rated amounts for any NEOs who were employed for less than the

full year or who were promoted during the year.


NEO	Annualized Base Salary for 2025
Spencer Rascoff	$800,000
Steven Bailey*	$475,000
Sean Edgett	$500,000
Hesam Hosseini*	$635,000
Bernard Kim	$1,000,000
Gary Swidler	$675,000

* Salary effective upon promotion on March 1, 2025, in the case of Mr.

Bailey, and April 1, 2025, in the case of Mr. Hosseini.

Annual Bonuses

Match Group’s bonus program is designed to reward performance on an annual basis. Bonuses are

generally paid shortly after year-end following finalization of the financial results for the year in question. Because

of the variable nature of the bonus program, and because in any given year bonuses have the potential to make

up a significant portion of an NEO’s total direct compensation, the bonus program provides an important incentive

tool to achieve Match Group’s annual objectives.

Target Annual Bonus Opportunities. The Committee reviews the target annual bonus opportunities (which

are expressed as a percentage of annual base salary) of our executive officers each year as part of its annual

executive compensation review, taking into consideration the factors outlined above in “Compensation-Setting

Practices and Process.” None of the target annual bonus opportunities for continuing NEOs were adjusted

compared to 2024 levels. Pursuant to his employment agreement, the Committee approved a target annual bonus

opportunity for Mr. Rascoff of 200% of base salary, as part of his appointment as Chief Executive Officer.

The 2025 target annual bonus opportunity for each of our NEOs is reflected below under “— Payout.”

Performance Objectives. The Committee selected revenue and Adjusted EBITDA margin as the financial

metrics under the annual bonus program. These pre-established financial metrics determined 70% of the bonus

payout, with each metric accounting for 35%. The remaining 30% was determined by an individual component

that evaluates each NEO's relevant contributions and performance for the year. The Committee believes inclusion

of an individual component is important to adequately incorporate the multiple factors that contribute to success at

the individual level. In any given period, Match Group may have multiple objectives, and these objectives and their

relative importance often change as the competitive and strategic landscapes shift, even within a given

compensation cycle.

The Committee chose revenue and Adjusted EBITDA margin because they are among the key metrics that

the Company regularly reports to its investors and together, they reflect a balance between generating revenue

growth while appropriately managing the Company’s expenses. Further, both measures are among the primary

metrics by which the Company evaluates the performance of its business and on which the Company’s internal

budget is based. Adjusted EBITDA margin is a non-GAAP financial measure that represents Adjusted EBITDA

divided by revenue. Adjusted EBITDA, which was formerly referred to as Adjusted Operating Income, is defined

as net income attributable to Match Group, Inc. shareholders excluding: (1) net income or loss attributable to

noncontrolling interests; (2) income tax provision or benefit; (3) other income (expense), net; (4) interest expense;

(5) depreciation; (6) acquisition-related items consisting of (i) amortization of intangible assets and impairments of

goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in fair value of

contingent consideration arrangements, as applicable; and (7) stock-based compensation expense.

Each metric is measured independently against pre-established targets set near the beginning of the

performance year. The Committee has the authority to adjust the Company’s reported revenue and Adjusted

EBITDA margin upon which the bonus program is based to eliminate the distorting effect of external, unusual or

non-recurring items. Adjustments made for 2025 included removing the effect of legal and regulatory settlements,

restructuring costs, and gains realized upon sale of real estate, each of which were not contemplated at the time

the performance goals were established, as well as foreign currency gains beyond those contemplated at the time

the performance goals were established. Each of these adjustments was intended to ensure that we measure

performance in alignment with our core business outcomes and activities within the control of the Company.

For the revenue and Adjusted EBITDA margin components, payout as a percentage of the target payout

ranged from 25% (threshold) to 200% (maximum), with linear interpolation between threshold and target and

between target and maximum performance achievement levels. If performance was below the threshold level for

any metric, the payout for that portion would be 0% of the target payout, but other portions would not be affected.

For the individual performance component, payout ranged from 0% (threshold) to 125% (maximum).

The following table details the threshold, target and maximum goals, the actual and adjusted performance

results, and the corresponding payout, for each of the financial objectives under the 2025 annual bonus program.


Metric	Threshold (25% Payout)	Target (100% Payout)	Maximum (200% Payout)	Reported Results	Adjusted Results(1)	Payout %
Revenue (35% weighting)	$3,360M	$3,445M	$3,665M	$3,487M	$3,383M	45.8%
Adjusted EBITDA Margin (35% weighting)	36.0%	36.5%	39.5%	35.5%	37.3%	125.2%

(1) Adjustments are made to avoid the distorting effect of external, unusual or non-recurring items, and may be positive or negative. 2025

adjustments to revenue and Adjusted EBITDA included legal and regulatory settlements, restructuring costs, and gains realized upon sale of

real estate, each of which were not contemplated at the time the performance goals were established, as well as foreign currency gains

beyond those contemplated at the time the performance goals were established.

The Committee approved performance goals for each financial performance objective at levels that were

designed to incentivize performance relative to year one of our three-phase strategic transformation, while being

realistic and motivating to our NEOs. Target performance for revenue was in line with the year one expectations

provided to investors at our December 2024 Investor Day, and reflects the multi-year nature of the Company’s

turnaround efforts. Target performance for Adjusted EBITDA margin was set in line with the expectations provided

to investors at our December 2024 Investor Day, and above the prior year’s performance, reflecting the

Company’s continued commitment to improving profitability as we transform our business.

Individual Performance. In determining the payout for the individual component of the bonus, the Committee

considered a variety of factors, including, among others, each applicable NEO’s contributions to year one of the

Company’s three-phase turnaround, levels of cash flow generated from operations overseen by the NEO, the

level of innovation driven by each NEO, execution of strategic initiatives, performance trends in 2025 as an

indicator of future performance heading into 2026, enterprise leadership and collaboration across the portfolio, the

development, attraction and retention of critical talent, relative contributions made by each NEO during the year,

and the relative size of the bonuses paid to the other NEOs. Specifically, in assessing individual 2025

achievements for each of our NEOs, the Committee considered the following:


NEO	Key Individual Achievements	Payout % of Target
Spencer Rascoff, Chief Executive Officer	•Development of the strategic agenda for the Company •Launch of the three-phase turnaround, and completion of the Reset phase early in the year •Realignment of the Company around user outcomes and product execution •Simplification of the organization and rationalization of costs •Efforts as Chief Executive Officer of Tinder in addition to Match Group	113%
Steven Bailey, Chief Financial Officer	•Strong management of our finance, tax, investor relations, treasury, real estate and facilities, business technology, and corporate social responsibility functions •Successful transition to the role of Chief Financial Officer during the year •Leadership and efforts to rationalize costs and execute with greater financial discipline across the Company	123%


NEO	Key Individual Achievements	Payout % of Target
Sean Edgett, Chief Legal Officer	•Strong management of our legal, compliance, privacy, cybersecurity, corporate affairs and communications functions, including the immediate value he quickly added to the Company shortly after joining and willingness to take on additional responsibilities •Leadership in reducing legal costs and settling outstanding lawsuits that were distractions to management focus	117%
Hesam Hosseini, Chief Operating Officer and Chief Executive Officer, Evergreen and Emerging Brands	•Leadership in rationalizing costs across the Company and implementing alternative payment solutions to reduce in-app payment fees •Effective oversight of the Evergreen & Emerging segment’s consolidation of technology platforms across various Evergreen and Emerging brands to enable faster new feature releases and to reduce the cost to maintain those platforms	93%

Payout. The table below reflects for 2025 each NEO's target annual bonus amount, the amounts earned

under each component, and the ultimate payout.


NEO(1)	Target Bonus %	Target Bonus ($)	Weighted Revenue Performance Payout	Weighted Adjusted EBITDA Margin Performance Payout	Weighted Individual Performance Payout	Total Payout %	Total Bonus Payout
Spencer Rascoff	200%	$1,600,000	$256,480	$701,120	$542,400	94%	$1,500,000
Steven Bailey(2)	100%	$433,619	$69,509	$190,012	$160,479	97%	$420,000
Sean Edgett	100%	$500,000	$80,150	$219,100	$175,750	95%	$475,000
Hesam Hosseini(2)	150%	$853,253	$136,776	$373,895	$239,328	88%	$750,000

(1)Due to his departure during the year, Mr. Swidler did not receive a bonus payment for 2025. Mr. Kim’s 2025 payment was governed

by the terms of his employment agreement as outlined in “Leadership Transitions” above.

(2)Mr. Bailey’s and Mr. Hosseini’s 2025 annual bonus payments were prorated based on their promotions during the year.

Hosseini Retention Bonus. In 2023, prior to his appointment as Chief Operating Officer, the Company

entered into a retention arrangement with Mr. Hosseini pursuant to which he would receive a $1,000,000 cash

retention bonus, fifty percent of which would be payable upon continued employment with the Company through

March 31, 2024, and the other fifty percent of which would be payable upon continued employment with the

Company through March 31, 2025. Mr. Hosseini earned and received the second $500,000 payment in 2025.

Long-Term Incentives

Match Group believes that ownership shapes behavior and that providing a meaningful portion of an NEO’s

compensation in stock-based awards aligns their incentives with stockholder interests in a manner that drives

better performance over time. The primary long-term incentives for our NEOs have been RSU and PSU awards.

In setting particular award levels, the predominant objectives have been providing the NEO with a balance of

effective retention incentives and incentives for strong future performance. Appropriate levels to meet these goals

may vary from year to year, and from individual to individual, based on a variety of factors.

When granting Match Group equity awards, the Committee considers factors such as historical practices,

recent corporate performance, the Committee’s view of market compensation generally, the dilutive impact of

equity awards and desired short-term and long-term dilution levels, and a given NEO’s existing equity holdings

and their retention and incentive value.

In March 2025, as part of the Company’s annual year-end compensation review, the Committee granted

RSUs and PSUs to the NEOs detailed in the table below. The values reflected in the table below are the target

dollar values for each award. The number of RSUs and PSUs granted to each NEO, other than Mr. Rascoff, was

determined by dividing the values below by the 30-day volume-weighted average stock price, rounded to two

decimals, ending on the date of Committee approval of the awards and, for Mr. Rascoff, was determined by

dividing the values below by the volume-weighted average stock price, rounded to two decimals, for the period

commencing on January 1, 2025 and ending on February 4, 2025, the date Mr. Rascoff joined the Company as

CEO. As a result of these determinations and the requirements of FASB ASC Topic 718, the target values below

may vary from the grant date fair values for these awards as reported in the compensation tables included in the

Executive Compensation section of this proxy statement. For specific grant date fair values of each award, see

“Executive Compensation – Grants of Plan-Based Awards in 2025.” In determining the target values for Mr.

Rascoff upon his appointment, the Board and Committee considered the strong alignment of Mr. Rascoff’s

extensive experience with the Company’s needs, and established initial target values at the level necessary to

induce him to accept our offer, strongly emphasize our performance expectations, and directly align his pay

outcomes with the long-term value he generates for stockholders. In addition, Mr. Rascoff was awarded additional

new-hire PSUs in the form of a Value Creation Award, described in further detail below. Due to the timing of their

departures, Mr. Kim and Mr. Swidler did not receive long-term equity incentive awards in 2025.


NEO	RSUs	PSUs (at target)
Spencer Rascoff	$7,200,000	$10,800,000
Steven Bailey	$1,875,000	$1,875,000
Sean Edgett	$750,000	$750,000
Hesam Hosseini	$3,600,000	$5,400,000

The RSU awards granted to all NEOs were scheduled to vest 1/3 on the first anniversary of the grant date,

and in equal quarterly installments in the following two years, subject to their continued service through each

vesting date. The PSU awards granted to all NEOs, other than the VCA, were scheduled to vest in full following

the third anniversary of the grant date, subject to their continued service through the vesting date and the

achievement of the performance conditions described below.

2025 Relative TSR PSU Awards. The Committee reviewed and approved our 2025 PSU award design in

February 2025. For 2025, performance continues to be based 100% on the Company’s TSR relative to that of

Nasdaq Composite index companies. For NEOs other than Mr. Rascoff, the payout range for 2025 was widened,

resulting in threshold performance and payout being set at the 25th percentile and 25% of target, and maximum

performance and payout being set at the 90th percentile and 200% of target. For Mr. Rascoff, threshold

performance and payout were set at the 30th percentile and 30% of target, which were the same as PSUs granted

to our CEO in 2024, while maximum performance and payout were increased to the 90th percentile and 200% of

target. In determining the changes in PSU design, the Committee discussed the design with its independent

compensation consultant and considered competitive market norms, Match Group’s business model and strategy,

and its performance to date.

The 2025 PSU awards continue to have a performance period of three years and will be earned and vest in

a single installment following the third anniversary of the grant date. The portion of PSUs that is earned and vests

is based on Match Group’s rTSR percentile rank among the Nasdaq Composite index companies. The Committee

believes that rTSR percentile ranking provides an easy-to-understand performance outcome, regardless of

broader market conditions, and is less dependent on potential shifts in the overall stock market. Specifically, for

Mr. Rascoff, the portion of PSUs earned and vested is determined by applying an “rTSR multiplier” to the number

of target PSUs as follows:


rTSR Percentile Ranking Among Nasdaq Composite Companies	rTSR Multiplier(1)
Below 30th (Below Threshold)	0%
30th (Threshold)	30%
55th (Target)	100%
90th and above (Maximum)	200%

(1) For performance between the Threshold and Target performance levels or between the Target and Maximum performance levels,

the rTSR multiplier will be interpolated between the levels on a straight-line basis. Failure to achieve the Threshold performance

level will result in no shares being issued for the PSUs, and no additional shares will be issued for performance exceeding the

Maximum performance level.

For the other NEOs that received PSU awards in 2025, the portion of PSUs earned and vested is determined

by applying an “rTSR multiplier” to the number of target PSUs as follows:


rTSR Percentile Ranking Among Nasdaq Composite Companies	rTSR Multiplier(1)
Below 25th (Below Threshold)	0%
25th (Threshold)	25%
55th (Target)	100%
90th and above (Maximum)	200%

(1) For performance between the Threshold and Target performance levels or between the Target and Maximum performance levels,

the rTSR multiplier will be interpolated between the levels on a straight-line basis. Failure to achieve the Threshold performance

level will result in no shares being issued for the PSUs, and no additional shares will be issued for performance exceeding the

Maximum performance level.

For each of the relative TSR PSU awards granted in 2025, if Match Group’s absolute TSR is negative for the

applicable performance period, the maximum rTSR multiplier possible will be 100% regardless of relative

performance.

All equity awards granted to our employees during 2025 have dividend equivalent rights. The dividend

equivalents will only pay out if, when and to the extent that the time-based vesting and performance-based

vesting conditions have been met for the underlying awards.

CEO New-Hire Value Creation Award. Upon his hiring in February 2025, Mr. Rascoff received a new-hire

Value Creation Award with a target value of $30,000,000. The VCA contains three equal tranches, each of which

is eligible to vest based on achievement of stock price hurdles of $40, $50, and $60, respectively. A stock price

hurdle is met if the volume weighted average price of the Company’s stock equals or exceeds the applicable

hurdle for 45 consecutive calendar days generally during the last year of the three-year performance period. Fifty

percent of a tranche will vest upon satisfaction of the performance goal, and the remaining fifty percent will vest at

the end of the three-year performance period, subject to continued service through the vesting date. If the

Company’s stock trades at or above a stock price hurdle that has not yet been achieved during the last ten trading

days of the three-year performance period, any unvested portion of the award will remain outstanding and eligible

to meet any unsatisfied stock price hurdle for 90 additional days.

Upon a termination of Mr. Rascoff's employment without cause, for good reason, due to the Company’s non-

renewal of his employment agreement, or due to death, subject to timely execution and non-revocation of a

release and compliance with applicable restrictive covenants, (i) if the termination occurs in the last year of the

performance period and a stock price hurdle was satisfied prior to termination, the fifty percent of that tranche that

is subject to the service requirement will vest, and (ii) in all other cases, unvested tranches will remain outstanding

and eligible to meet any unsatisfied stock price hurdle until the first anniversary of termination or May 4, 2028, if

earlier. The number of PSUs granted pursuant to the VCA was determined by dividing the target award value by

the volume-weighted average stock price, rounded to two decimals, for the period commencing on January 1,

2025 and ending on February 4, 2025, the date Mr. Rascoff joined the Company as CEO.

Performance of 2021 PSU Awards. In 2021, the Committee granted certain of our NEOs PSU awards that

were to be earned and vested in two equal installments on the third and fourth anniversaries of the grant date.

The portion of the PSUs that was earned and vested on each vesting date could range between 0% and 150% of

the target PSUs depending on Match Group’s relative stock growth, measured as the percentage growth of Match

Group’s stock price relative to the percentage stock price growth of the median company within the Nasdaq-100

stock market index over the applicable vesting period. Specifically, the portion of each installment of the PSUs

earned and vested on the applicable vesting date was determined as follows:

•100% of the PSUs if relative stock growth was zero;

•For each +1% or -1% of relative stock growth from zero, the PSUs earned and vested would increase or

decrease, respectively, from 100% by 3%, with a maximum of 150% and a minimum of 0%, with linear

interpolation between points; and

•Notwithstanding the foregoing, no PSUs would be earned or vested if both the relative stock growth and

Match Group’s stock growth were negative for the applicable performance period.

With respect to the four-year performance period ending on the fourth anniversary of the grant date in

February 2025, the table below reflects the stock growth of each of Match Group and the median company within

the Nasdaq-100 stock market index as well as the relative stock growth and the resulting payout. As both the

relative stock growth and Match Group's stock growth were negative for the applicable performance period, the

payout in February 2025 was 0%.


Match Group Stock Growth	Median Nasdaq-100 Company Stock Growth	Relative Stock Growth	Payout %
-77.49%	37.97%	-115.47%	0%

Performance of 2022 PSU Awards. In March 2022, the Committee granted certain of our NEOs PSU awards

that were to be earned and vested on the third anniversary of the grant date. The portion of the PSUs that was

earned and vested was based on Match Group’s rTSR percentile rank among the Nasdaq-100 index companies

over the three-year performance period. Specifically, the portion of the PSUs earned and vested was determined

by applying an “rTSR multiplier” to the number of target PSUs as follows:


rTSR Percentile Ranking Among Nasdaq-100 Companies	rTSR Multiplier(1)
Below 30th (Below Threshold)	0%
30th (Threshold)	30%
55th (Target)	100%
85th and above (Maximum)	225%

(1) For performance between the Threshold and Target performance levels or between the Target and Maximum performance levels,

the rTSR multiplier would be interpolated between the levels on a straight-line basis. Failure to achieve the Threshold performance

level would result in no shares being issued for the PSUs, and no additional shares would be issued for performance exceeding the

Maximum performance level.

If Match Group’s absolute TSR was negative for the applicable performance period, the maximum rTSR

multiplier possible would be 100% regardless of relative performance.

With respect to the three-year performance period ending on the third anniversary of the grant date in March

2025, the table below reflects the TSR of Match Group and its percentile rank among Nasdaq-100 index

companies as well as the resulting payout.


Match Group TSR	Percentile Ranking Among Nasdaq-100	Payout %
-69.99%	0%	0%

In addition, in June and July 2022, in connection with our 2022 CEO transition, the Committee granted Mr.

Kim and Mr. Swidler, respectively, PSU awards that were to be earned and vested on June 1, 2025. The

performance conditions for such PSU awards were the same as the PSU awards granted to certain of our NEOs

in March 2022, as described immediately above. With respect to the three-year performance period ending in

June 2025, the table below reflects the TSR of Match Group and its percentile rank among Nasdaq-100 index

companies as well as the resulting payout.


Match Group TSR	Percentile Ranking Among Nasdaq-100	Payout %
-61.43%	0%	0%

Compensation Recovery (“Clawback”) Arrangements

Pursuant to the terms of our outstanding RSU and PSU awards, if an employee (including an NEO) is

terminated for “cause” (as defined in the applicable equity incentive plan) or resigns in anticipation of being

terminated for “cause,” or following a termination of employment for any reason, Match Group becomes aware

that during the two years prior to such termination there was an event or circumstance that would have been

grounds for termination for “cause” that caused or is reasonably likely to cause meaningful damage (economic,

reputational or otherwise) to the Company (the “Underlying Event”) (and which would not have been curable upon

notice), then any unvested RSUs and PSUs will be forfeited and cancelled in their entirety. In addition, if any

RSUs or PSUs vested after the Underlying Event, then Match Group will be entitled to recover from such

employee (or NEO) at any time within two years after such vesting any amounts realized as a result of such

vesting.

In addition, the Committee has adopted a Compensation Recoupment Policy, pursuant to which in the event

the Company is required to prepare an accounting restatement due to the Company’s material non-compliance

with any financial reporting requirement under the federal securities laws, the Company will recover the amount of

any incentive-based compensation, as defined in the policy, including cash and equity awards, received by current

and former executive officers, including the NEOs, during the applicable recovery period (generally the prior three

completed fiscal years) that exceeds the amount that otherwise would have been received had it been determined

based on the restated financial statements. The recovery of such compensation applies regardless of whether an

executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement.

The Compensation Recoupment Policy complies with, and will be administered and interpreted consistent with,

applicable Marketplace Rules and Section 10D of the Exchange Act.

Stock Ownership Guidelines

Match Group has adopted stock ownership guidelines for our NEOs and non-employee members of our

Board of Directors. Under the guidelines, our NEOs are required to own a number of shares of our common stock

with a value equal to a specified multiple of their annual base salary as follows:


Position	Multiple of Base Salary
Chief Executive Officer	6x
Chief Financial Officer	3x
Chief Legal Officer	3x
All Other NEOs	2x

Shares counted toward the ownership requirement include shares beneficially owned directly or indirectly by

the individual or immediate family members residing in the same household and shares underlying deferred share

units granted under our Deferred Compensation Plan for Non-Employee Directors. Unvested RSUs and PSUs,

unexercised stock options, and equity-based awards settled in cash are not counted toward the ownership

requirement.

Compliance with the minimum stock ownership requirement is determined annually on December 31. Once

an individual meets the ownership requirement, any subsequent decrease in the share price will not impact

compliance prior to the next valuation date. If an individual fails to satisfy the ownership requirement, they are

required to retain an amount equal to 50% of the net shares of our common stock (i.e., shares remaining after the

payment of tax withholding obligations and, if applicable, the exercise price with respect to an equity award)

resulting from the settlement of RSU awards or the exercise of stock options. Individuals are required to meet

these ownership requirements within five years of the later of (i) January 1, 2022 (the date the guidelines became

effective) or (ii) becoming an NEO or non-employee member of our Board of Directors, as applicable.

In addition, pursuant to the Match Group, Inc. 2024 Stock and Annual Incentive Plan, upon the exercise of

options or SARs granted to our CEO under the 2024 Plan, any net shares received will be subject to a post-

exercise holding period until the earlier of twelve (12) months from the date of exercise or the CEO’s termination

of employment for any reason (including due to retirement).

Equity Award Timing Policies and Practices

Committee meetings at which the awards are made are generally scheduled well in advance and without

regard to the timing of the release of earnings or other material information. In response to Item 402(x)(1) of

Regulation S-K of the Securities Act of 1933, as amended (the "Securities Act"), the Company does not currently

grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the

Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material

information by the Company. In the event the Company determines to grant such awards, it may establish a policy

regarding how the Committee determines when to grant such awards and how the Committee will take material

information into account when determining the timing and terms of such awards. During 2025, the Company did

not time the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

Change in Control

Match Group believes that providing our NEOs with change in control protection is important in allowing

NEOs to fully value the forward-looking elements of their compensation packages and therefore limit retention risk

during uncertain times. The terms of equity awards granted to our NEOs generally include a “double-trigger”

change in control provision, as provided for under each of the applicable equity plans such awards were granted

under, which provides for the acceleration of the vesting of outstanding equity awards in connection with a change

in control of Match Group, but only when the NEO experiences an involuntary termination of employment without

cause or the NEO resigns for good reason, in each case during the two-year period following such change in

control.

In addition, the terms of Mr. Rascoff’s employment agreement in effect on December 31, 2025, provided for

certain enhanced payments and benefits in connection with a change in control of Match Group upon the

occurrence of certain events as further described below under “Executive Compensation—Estimated Potential

Payments Upon Termination or Change in Control—Amounts and Benefits Payable in Connection With a Change

in Control—Mr. Rascoff.”

The Committee believes that providing benefits in these circumstances will assist in the retention of our

NEOs through a change in control transaction. We do not provide any tax reimbursement or gross-up if a change

in control triggers excise tax under Section 4999 of the Code. Estimated payments to our NEOs in the event of a

change in control are described below under “Executive Compensation—Estimated Potential Payments Upon

Termination or Change in Control.”

Severance

We generally provide our NEOs with some amount of salary, bonus and/or health benefits continuation and

the acceleration of the vesting of some equity awards in the event of an involuntary termination of employment or

a voluntary termination following a “good reason” event. The Company generally does not otherwise provide for

the acceleration of the vesting of equity awards in the event an NEO voluntarily resigns from the Company. See

“Executive Compensation—Estimated Potential Payments Upon Termination or Change in Control” below for

additional information.

Other Compensation

Under limited circumstances, certain Match Group executive officers have received non-cash and non-equity

compensatory benefits. The value of these benefits, if applicable, is reported under the All Other Compensation

column of the 2025 Summary Compensation Table included in the Executive Compensation section of this proxy

statement pursuant to applicable rules. Match Group NEOs do not participate in any deferred compensation or

retirement program other than the Company’s Section 401(k) retirement savings plan, which includes matching

contributions from the Company on a dollar-for-dollar basis up to $10,000 per year.

Tax Deductibility

Effective for taxable years beginning after December 31, 2017, compensation in excess of $1 million paid to

our current NEOs and certain former named executive officers is generally not tax deductible. The Committee

reserves the right to pay compensation that is not fully tax deductible if it determines that such compensation is

consistent with the Company’s best interests.

COMPENSATION COMMITTEE REPORT

The Compensation and Human Resources Committee has reviewed the Compensation Discussion and

Analysis and discussed it with Company management. In reliance on its review and the discussions referred to

above, the Compensation and Human Resources Committee recommended to the Board that the Compensation

Discussion and Analysis be included in Match Group’s 2025 Annual Report on Form 10-K and this proxy

statement.

Members of the Compensation and Human Resources Committee

Ann L. McDaniel (Chairperson)

Laura Rachel Jones

Pamela S. Seymon

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The membership of the Compensation and Human Resources Committee during 2025 consisted of Mmes.

Brenner, Jones, McDaniel (Chair) and Seymon. None of them is a current or former officer or employee of the

Company or has any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. In

addition, no executive officer of the Company served on any board of directors or compensation committee (or

equivalent) of any other entity whose executive officers served on the Compensation and Human Resources

Committee or as a director of the Company at any time during 2025.

EXECUTIVE COMPENSATION

Overview

This Executive Compensation section of this proxy statement sets forth certain information regarding total

compensation earned by our named executive officers for our fiscal year ended December 31, 2025, as well as

Match Group awards granted to our named executive officers in 2025, Match Group equity awards held by our

named executive officers on December 31, 2025, and the dollar value realized by our named executive officers

upon the vesting and exercise of Match Group equity awards during 2025.

2025 Summary Compensation Table

The following table sets forth information concerning the compensation paid to each of our named executive

officers for our fiscal year ended December 31, 2025.


Name and Principal Position(1)	Year	Salary ($)(2)	Bonus ($)(3)	Stock Awards ($)(4)	Non-Equity Incentive Plan Compensation ($)(5)	All Other Compensation ($)(6)	Total
Spencer Rascoff	2025	$689,231	$290,640	$44,790,300	$1,209,360	$34,722	$47,014,253
Chief Executive Officer
Steven Bailey	2025	$451,731	$78,767	$4,600,803	$341,233	$10,000	$5,482,534
Chief Financial Officer
Sean Edgett	2025	$500,000	$90,825	$1,840,304	$384,175	$10,000	$2,825,304
Chief Legal Officer	2024	$115,385	—	$5,866,844	$63,182	$4,808	$6,050,219
Hesam Hosseini	2025	$610,154	$654,993	$11,450,456	$595,007	$25,000	$13,335,610
Chief Operating Officer
Bernard Kim	2025	$240,385	—	—	—	$10,390,107	$10,630,492
Former Chief Executive	2024	$1,000,000	—	$14,321,295	$415,000	$10,000	$15,746,295
Officer	2023	$1,000,000	$1,860,000	$13,210,272	—	$10,000	$16,080,272
Gary Swidler	2025	$454,327	—	—	—	$10,000	$464,327
Former President and CFO	2024	$675,000	—	$6,609,799	$523,125	$10,000	$7,817,924
	2023	$675,000	$1,255,500	$11,053,195	—	$10,000	$12,993,695

______________________

(1)See the discussion under "Compensation Discussion and Analysis—Leadership Transitions" for information regarding

executive officer changes.

(2)The amounts reflected as Salary for Mr. Kim and Mr. Swidler in 2025 include $98,077 and $77,885, respectively, for

accrued but unused vacation paid to each individual upon their termination of employment with the Company.

(3)Amounts shown as Bonus for 2025 reflect payouts pursuant to the annual bonus program in excess of the payouts

that would otherwise have occurred based on reported Company financial results. Mr. Bailey’s and Mr. Hosseini’s

annual bonus program payouts were prorated based on their promotions during the year. The amount for Mr.

Hosseini in 2025 additionally reflects a $500,000 cash retention bonus pursuant to a retention arrangement entered

into in 2023. See the discussion under "Compensation Discussion and Analysis—Compensation Elements—Annual

Bonuses" for additional information. Due to his departure during the year, Mr. Swidler did not receive a bonus

payment for 2025.

(4)Reflects the aggregate grant date fair value of Match Group RSU and PSU awards, computed in accordance with

FASB ASC Topic 718, Compensation – Stock Compensation, excluding the effect of estimated forfeitures. The grant

date fair value of PSU awards granted in 2025 is reflected based upon the probable outcome of the performance

conditions associated with such PSU awards as of the grant date and is calculated using a lattice model that

incorporates a Monte Carlo simulation. The Monte Carlo simulation with respect to the PSU awards, other than the

VCA, used the following assumptions: expected volatility (49.05%), risk-free interest rate (3.91%) and expected term

(3.00 years). The Monte Carlo simulation with respect to the VCA granted to Mr. Rascoff used the following

assumptions: historical volatility (49.25%), implied volatility (37.36%), blended volatility (43.31%), risk-free interest

rate (4.16%), expected term (3.00 years) and cost of equity (15.05%). See the discussion under "Compensation

Discussion and Analysis—Compensation Elements—Long-Term Incentives" for additional information regarding the

performance conditions associated with the PSUs granted in 2025. Mr. Kim and Mr. Swidler did not receive PSU

awards in 2025. The table below provides the grant date fair value of PSU awards granted to our named executive

officers in 2025, other than the VCA, assuming that the highest level of performance conditions will be achieved.


Name	Grant Date	Maximum Grant Date Fair Value of PSUs Granted in 2025
Spencer Rascoff	3/1/25	$20,384,964
Steven Bailey	3/1/25	$3,510,804
Sean Edgett	3/1/25	$1,404,309
Hesam Hosseini	3/1/25	$10,111,241

(5)Consists of annual bonus program cash incentives as described under "Compensation Discussion and Analysis—

Compensation Elements—Annual Bonuses" based on reported Company financial results. Mr. Bailey’s and Mr.

Hosseini’s annual bonus program awards were prorated based on their promotions during the year. Due to his

departure during the year, Mr. Swidler did not receive a bonus payment for 2025.

(6)Other compensation in 2025 includes 401(k) matching contributions made by the Company for all named executive

officers. Other compensation in 2025 also includes (i) with respect to Mr. Rascoff, $20,000 paid by the Company on

his behalf for legal expenses relating to the negotiation of his employment agreement with the Company and $4,722

in fees earned for non-employee director services performed during 2025 prior to his appointment as Chief Executive

Officer, (ii) with respect to Mr. Hosseini, $15,000 paid by the Company on his behalf for legal expenses relating to the

negotiation of his employment agreement with the Company, and (iii) with respect to Mr. Kim, $22,500 reimbursed by

the Company for legal expenses relating to the termination of his employment with the Company and $10,357,607,

which is the value of payments made or benefits provided to Mr. Kim pursuant to his employment agreement in

connection with the termination of his employment with the Company, including $1,000,000 accrued in 2025 for salary

continuation payments, a lump sum payment of $2,000,000, $7,330,526, which represents the value of RSUs that

vested on an accelerated basis on February 4, 2025, and $27,081, which represents the value of premiums for

continued coverage under the Company’s group health plan through COBRA. See "Compensation Discussion and

Analysis—Leadership Transitions—CEO Transition Compensation Arrangements" for additional information regarding

Mr. Kim's benefits in connection with the termination of his employment.

Grants of Plan-Based Awards in 2025

The table below provides information regarding annual bonus program cash incentives and Match Group

RSU and PSU awards granted to our named executive officers in 2025. The grant date fair value of the RSU

awards is calculated by multiplying the number of RSUs by the closing market price of Match Group common

stock on the grant date. The grant date fair value of the PSU awards is calculated using a Monte Carlo simulation

to reflect the probable outcome of the performance conditions associated with such PSU awards as of the grant

date, incorporating the assumptions described above under "Executive Compensation—2025 Summary

Compensation Table." Mr. Kim did not receive any annual bonus program cash incentive awards in 2025. Neither

Mr. Kim nor Mr. Swidler received any Match Group RSU or PSU awards in 2025.

Name

Grant

Date(1)

Approval

Date

Estimated Possible Payouts Under

Non-Equity Incentive Plan Awards(2)

Estimated Future Payouts Under

Equity Incentive Plan Awards

All Other

Stock

Awards:

Number of

Shares of

Stock or

Units (#)

Grant Date

Fair Value of

Stock

Awards ($)

Threshold

($)

Target ($)

Maximum

($)

Threshold

(#)

Target (#)

Maximum

(#)

Spencer Rascoff

2/4/25(3)

2/2/25

–

214,285

$7,814,974

2/4/25(4)

2/2/25

–

892,857

–

$21,196,425

3/1/25(5)

2/2/25

–

80,357

321,428

642,856

–

$15,778,901

–

$280,000

$1,600,000

$2,840,000

–

Steven Bailey

2/20/25(3)

2/20/25

–

55,358

$1,874,975

3/1/25(5)

2/20/25

–

13,840

55,358

110,716

–

$2,725,828

–

$75,883

$433,619

$769,674

–

Sean Edgett

2/20/25(3)

2/20/25

–

22,143

$749,983

3/1/25(5)

2/20/25

–

5,536

22,143

44,286

–

$1,090,321

–

$87,500

$500,000

$887,500

–

Hesam Hosseini

2/20/25(3)

2/20/25

–

106,288

$3,599,975

3/1/25(5)

2/20/25

–

39,858

159,433

318,866

–

$7,850,481

–

$149,319

$853,253

$1,514,524

–

Gary Swidler

–

$236,250

$1,350,000

$2,396,250

–

______________________

(1)The grant dates of equity incentive plan awards represent the grant dates as determined under FASB ASC Topic 718,

Compensation – Stock Compensation, which were different than the grant dates as determined by the Compensation

and Human Resources Committee of the Board of Directors of the Company, which was March 1, 2025 for all equity

incentive plan awards granted in 2025.

(2)The amounts represent the threshold, target and maximum payouts under the 2025 annual cash bonus program as

described above under "Compensation Discussion and Analysis—Compensation Elements—Annual Bonuses." For

Mr. Bailey and Mr. Hosseini, this reflects threshold, target and maximum payouts prorated based on their promotions

during the year. The actual payouts based on 2025 performance are reflected in the Summary Compensation Table

above.

(3)Represents RSUs that vest as to one-third on March 1, 2026 and as to 1/12 every three months thereafter, subject to

continued service.

(4)Represents PSUs that vest based on Match Group's common stock achieving certain specified prices per share over

an approximate one year period beginning on February 5, 2027, subject to continued service; provided that, in the

event of certain terminations of Mr. Rascoff's employment, the PSUs will be eligible to vest based on Match Group's

common stock achieving certain specified prices per share over the approximate one year period beginning on the

date of termination. See the discussion under "Compensation Discussion and Analysis—Compensation Elements—

Long-Term Incentives—CEO New-Hire Value Creation Award" above for additional information regarding the

performance conditions associated with these PSUs.

(5)Represents PSUs that vest on March 1, 2028, subject to continued service and the achievement of specified

performance conditions. See the discussion under "Compensation Discussion and Analysis—Compensation

Elements—Long-Term Incentives—2025 Relative TSR PSU Awards" above for additional information regarding the

performance conditions associated with these PSUs.

Outstanding Equity Awards at 2025 Fiscal Year-End

The table below provides information regarding Match Group stock options, RSUs and PSUs, as applicable,

held by our named executive officers on December 31, 2025. The amounts of outstanding RSUs and PSUs

include accrued and unpaid dividend equivalents, which pay out if, when and to the extent that the vesting

conditions have been met for the underlying awards. The market value of RSU and PSU awards is based on the

closing market price of Match Group common stock ($32.29) on December 31, 2025, the last business day of

2025. Mr. Swidler did not hold any Match Group equity awards on December 31, 2025.


		Option Awards			Stock Awards
Name	Grant Date(1)	Number of Securities Underlying Unexercised Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Spencer Rascoff	3/1/25	—	—	—	218,221(2)	$7,046,356	327,333(3)	$10,569,583
	3/1/25	—	—	—	—	—	909,260(4)	$29,360,005
Steven Bailey	3/1/22	—	—	—	384(5)	$12,399	—	—
	3/1/23	—	—	—	1,373(6)	$44,334	—	—
	3/1/24	—	—	—	9,174(7)	$296,228	—	—
	3/1/25	—	—	—	56,375(2)	$1,820,349	56,375(3)	$1,820,349
Sean Edgett	10/1/24	—	—	—	46,721(8)	$1,508,621	70,079(9)	$2,262,851
	3/1/25	—	—	—	22,549(2)	$728,107	22,549(3)	$728,107
Hesam Hosseini	11/7/17	42,458	$24.7678	11/7/27	—	—	—	—
	3/1/23	—	—	—	27,468(6)	$886,942	—	—
	5/1/23	—	—	—	—	—	82,406(10)	$2,660,890
	3/1/24	—	—	—	51,382(8)	$1,659,125	115,612(9)	$3,733,111
	3/1/25	—	—	—	108,240(2)	$3,495,070	162,362(3)	$5,242,669
Bernard Kim	3/1/23	—	—	—	—	—	43,263(11)	$1,396,962

______________________

(1)Grant dates represent the grant dates as determined by the Compensation and Human Resources Committee of the

Board of Directors of the Company.

(2)Represents RSUs that vest 1/3 on the first anniversary of the grant date and 1/12 every three months thereafter,

subject to continued service.

(3)Represents PSUs that vest on the third anniversary of the grant date, subject to continued service and the

achievement of specified performance conditions. See the discussion under "Compensation Discussion and Analysis

—Compensation Elements—Long-Term Incentives—2025 Relative TSR PSU Awards" above for additional

information regarding the performance conditions associated with these PSUs. The number of PSUs outstanding on

December 31, 2025 reflects the number of PSUs that would be earned if the target level of performance is achieved.

(4)Represents PSUs that vest based on Match Group's common stock achieving certain specified prices per share over

an approximate one year period beginning on February 5, 2027, subject to continued service; provided that, in the

event of certain terminations of Mr. Rascoff's employment, the PSUs will be eligible to vest based on Match Group's

common stock achieving certain specified prices per share over the approximate one year period beginning on the

date of termination. See the discussion under "Compensation Discussion and Analysis—Compensation Elements—

Long-Term Incentives—CEO New-Hire Value Creation Award" above for additional information regarding the

performance conditions associated with these PSUs.

(5)Represents RSUs that vest on the fourth anniversary of the grant date, subject to continued service.

(6)Represents RSUs that vest on the third anniversary of the grant date, subject to continued service.

(7)Represents RSUs that vest 1/5 on the second anniversary of the grant date and every three months thereafter,

subject to continued service.

(8)Represents RSUs that vest in two equal installments on each of the second and third anniversaries of the grant date,

subject to continued service.

(9)Represents PSUs that vest on the third anniversary of the grant date, subject to continued service and the

achievement of specified performance conditions based on Match Group’s rTSR percentile rank among the Nasdaq

Composite index companies over the three-year period ending on the third anniversary of the grant date. The number

of PSUs outstanding on December 31, 2025 reflects the number of PSUs that would be earned if the target level of

performance is achieved.

(10)Represents PSUs that vest on the third anniversary of the grant date, subject to continued service and the

achievement of specified performance conditions based on Match Group's Evergreen & Emerging Brands segment's

revenue performance and ability to reduce expenses, each during 2025. The number of PSUs outstanding on

December 31, 2025 reflects the number of PSUs that would be earned if the target level of performance is achieved.

(11)Represents PSUs that vest on the third anniversary of the grant date, subject to continued service and the

achievement of specified performance conditions based on Match Group’s rTSR percentile rank among the

Nasdaq-100 index composite companies over the three-year period ending on the third anniversary of the grant date.

The number of PSUs outstanding on December 31, 2025 reflects the number of PSUs that would be earned if the

threshold level of performance is achieved.

2025 Option Exercises and Stock Vested

The table below provides information regarding the number of shares acquired in 2025 by our named

executive officers upon the exercise of Match Group stock options and the vesting of Match Group RSUs,

including any associated accrued dividend equivalents, and the related value realized.


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Spencer Rascoff	—	—	7,033	$214,436
Steven Bailey	—	—	20,452	$670,741
Sean Edgett	—	—	23,222	$820,201
Hesam Hosseini	—	—	69,142	$2,192,493
Bernard Kim	—	—	207,077	$7,330,526
Gary Swidler	144,208	$2,771,063	100,807	$3,162,631

______________________

(1)Consistent with the Company’s policy for determining taxable compensation upon the vesting of RSUs, the value

realized on vesting of RSUs is calculated by multiplying the number of shares acquired on vesting by the closing

market price of the Company’s common stock on the last market date immediately preceding the vesting date.

Estimated Potential Payments Upon Termination or Change in Control

Certain of our employment agreements, equity award agreements and/or omnibus stock and annual

incentive plans entitle our named executive officers to certain payments and benefits upon certain terminations of

employment (including certain terminations during specified periods following a change in control of Match

Group). For information regarding payments and benefits provided to Mr. Kim in connection with the termination of

his employment in 2025, see "Compensation Discussion and Analysis—Leadership Transitions—CEO Transition

Compensation Arrangements" above. Mr. Swidler did not receive any severance or accelerated vesting of equity

awards in connection with the resignation of his employment on July 4, 2025.

Amounts and Benefits Payable Upon a Qualifying Termination

Upon a termination of the named executive officer’s employment by the Company without cause (other than

by reason of death or disability) or the named executive officer’s resignation for good reason (a “Qualifying

Termination”) as of December 31, 2025, pursuant to the terms of such named executive officer’s employment

agreement in effect at the time, and subject to the execution and non-revocation of a release and compliance with

customary post-termination covenants as further described below, each of Messrs. Rascoff, Bailey, Edgett and

Hosseini would have been entitled to:

•salary continuation for 12 months from the date of such Qualifying Termination payable in accordance

with our normal payroll procedures, subject, in the case of Messrs. Bailey and Edgett, to offset for any

amounts earned from other employment;

•in the case of each of Messrs. Rascoff and Hosseini, payment in a lump sum of an amount equal to the

sum of (i) his annual target bonus amount, pro-rated based on the days served during the year of

termination in the case of Mr. Hosseini only, and (ii) any accrued but unpaid annual bonus for the year

prior to termination;

•accelerated vesting of the portion of any outstanding and unvested equity awards that would have

vested through the first anniversary of the date of such Qualifying Termination, provided that any equity

awards that are subject to outstanding unsatisfied performance conditions would vest only to the extent

that, and at such time as, such performance conditions are satisfied during such post-termination period,

except in the case of Mr. Rascoff, for whom such performance conditions may be satisfied following such

post-termination period, and, in the event the date of such Qualifying Termination were more than 12

months before the end of an equity award's performance period, a pro-rated portion of such

performance-based equity award would vest based upon achievement and the number of days during

the performance-period during which Mr. Rascoff was employed by us (in each case, other than Mr.

Rascoff’s VCA);

•any vested stock options would remain outstanding and exercisable through the earlier of the first

anniversary of the date of such Qualifying Termination or the original expiration date of the stock option;

and

•continued coverage under the Company’s group health plan or monthly payments necessary to cover

the full premiums for continued coverage under the Company’s plan through COBRA, which payments

would be grossed up for applicable taxes, for up to 12 months following the date of such Qualifying

Termination (but ceasing once equivalent employer-paid coverage is otherwise available to the named

executive officer).

Under the terms of Mr. Rascoff’s VCA, in the event of his Qualifying Termination (other than in connection

with a change in control), the vesting of the VCA will be determined in accordance with the following matrix:


Standard FMV(1)	Portion of Shares that Vest
$40, $50, or $60 Standard FMV achieved or exceeded prior to his Qualifying Termination	In each case, 1/6 vest upon Qualifying Termination date
$40 Standard FMV not achieved or exceeded prior to his Qualifying Termination	1/3 remain outstanding and eligible to vest through the first anniversary of his Qualifying Termination (or if earlier, May 4, 2028) and will vest upon satisfaction of a $40 Post-Termination FMV(2)
$50 Standard FMV not achieved or exceeded prior to his Qualifying Termination	1/3 remain outstanding and eligible to vest through the first anniversary of his Qualifying Termination (or if earlier, May 4, 2028) and will vest upon satisfaction of a $50 Post-Termination FMV
$60 Standard FMV not achieved or exceeded prior to his Qualifying Termination	1/3 remain outstanding and eligible to vest through the first anniversary of his Qualifying Termination (or if earlier, May 4, 2028) and will vest upon satisfaction of a $60 Post-Termination FMV

(1)Standard FMV is the volume weighted average of the closing prices of a share of our common stock for any forty-five (45)

consecutive calendar days that occur during the period beginning on February 5, 2027 and ending February 4, 2028 or, in some

cases, May 4, 2028.

(2)Post-Termination FMV is the volume weighted average of the closing prices of a share of our common stock for any forty-five (45)

consecutive calendar days that occur during the period beginning on Mr. Rascoff’s Qualifying Termination and ending on the earlier

of the first anniversary of such Qualifying Termination or May 4, 2028.

Pursuant to their respective employment agreements in effect on December 31, 2025, each of Messrs.

Bailey, Edgett and Hosseini is bound by a covenant not to compete with Match Group and each of Messrs.

Rascoff, Bailey, Edgett and Hosseini is bound by a covenant not to solicit Match Group’s employees or business

partners, in each case, during the term of the executive’s employment and for (i) 12 months thereafter in the case

of Messrs. Rascoff, Bailey and Hosseini and (ii) 12 months thereafter in the case of Mr. Edgett only with respect to

the covenant not to solicit Match Group's employees. Each of Messrs. Rascoff, Bailey, Edgett and Hosseini also

agreed not to use or disclose any confidential information of Match Group or its affiliates and to be bound by

customary covenants relating to proprietary rights and the related assignment of such rights.

Amounts and Benefits Payable Upon a Termination Due to Death or Disability

Upon a termination of employment due to death or disability, pursuant to their respective employment

agreements in effect on December 31, 2025, each of Messrs. Rascoff, Bailey, Edgett and Hosseini (or their

designated beneficiaries) would be entitled to payment in a lump sum of base salary through the end of the month

in which such termination occurs. Additionally, upon a termination due to death, the portion of any outstanding and

unvested Match Group equity awards (other than Mr. Rascoff’s VCA) that would have vested through the first

anniversary of the date of such termination would vest, provided that any equity awards that are subject to

outstanding unsatisfied performance conditions would vest only to the extent that, and at such time as, such

performance conditions are satisfied during such one-year period, except in the case of Mr. Rascoff, for whom

such performance conditions may be satisfied following such one-year period, and, in the event the date of such

termination were more than 12 months before the end of an equity award's performance period, a pro-rated

portion of such performance-based equity award would vest based upon achievement and the number of days

during the performance-period during which Mr. Rascoff was employed by us.

Under the terms of Mr. Rascoff’s VCA, in the event of his death, the vesting of the VCA will be determined in

accordance with the following matrix:


Standard FMV(1)	Portion of Shares that Vest
$40, $50, or $60 Standard FMV achieved or exceeded prior to his death	In each case, 1/6 vest upon termination date
$40 Standard FMV not achieved or exceeded prior to his death	1/3 remain outstanding and eligible to vest through the first anniversary of his death (or if earlier, May 4, 2028) and will vest upon satisfaction of a $40 Post-Termination FMV(2)
$50 Standard FMV not achieved or exceeded prior to his death	1/3 remain outstanding and eligible to vest through the first anniversary of his death (or if earlier, May 4, 2028) and will vest upon satisfaction of a $50 Post-Termination FMV
$60 Standard FMV not achieved or exceeded prior to his death	1/3 remain outstanding and eligible to vest through the first anniversary of his death (or if earlier, May 4, 2028) and will vest upon satisfaction of a $60 Post-Termination FMV

(1)Standard FMV is the volume weighted average of the closing prices of a share of our common stock for any forty-five (45)

consecutive calendar days that occur during the period beginning on February 5, 2027 and ending February 4, 2028 or, in some

cases, May 4, 2028.

(2)Post-Termination FMV is the volume weighted average of the closing prices of a share of our common stock for any forty-five (45)

consecutive calendar days that occur during the period beginning on Mr. Rascoff’s death and ending on the earlier of the first

anniversary of his death or May 4, 2028.

Amounts and Benefits Payable in Connection With a Change in Control

General. There are no arrangements with the named executive officers that provide for payments solely

upon a change in control of Match Group.

Mr. Rascoff. Upon a Qualifying Termination on December 31, 2025 that occurred during the one-year period

following a change in control of Match Group, in accordance with Match Group's omnibus stock and annual

incentive plans, the vesting of all then outstanding and unvested Match Group equity awards which were also

outstanding as of the date of such change in control held by Mr. Rascoff would have been accelerated, including

any equity awards that are subject to outstanding unsatisfied performance conditions which, under Mr. Rascoff’s

employment agreement, would be deemed earned at the greater of target or actual level of performance

measured at the change in control. In addition, subject to the execution and non-revocation of a release and

compliance with the post-termination covenants described above under "—Amounts and Benefits Payable Upon a

Qualifying Termination," pursuant to the terms of his employment agreement in effect on December 31, 2025, Mr.

Rascoff would have been entitled to the following benefits:

•salary continuation for 18 months from the date of such Qualifying Termination payable in accordance

with our normal payroll procedures;

•payment in a lump sum of an amount equal to the sum of (i) 1.5 times his annual target bonus amount

and (ii) any accrued but unpaid annual bonus for the year prior to termination;

•any vested stock options would remain outstanding and exercisable through the earlier of the first

anniversary of the date of such Qualifying Termination or the original expiration date of the stock option;

and

•continued coverage under the Company’s group health plan or monthly payments necessary to cover

the full premiums for continued coverage under the Company’s plan through COBRA, which payments

would be grossed up for applicable taxes, for up to 18 months following the date of such Qualifying

Termination (but ceasing once equivalent employer-paid coverage is otherwise available to Mr. Rascoff).

Upon a Qualifying Termination on December 31, 2025 that occurred more than one year following a change

in control of Match Group but during the two-year period following such change in control, in accordance with

Match Group's omnibus stock and annual incentive plans, the vesting of all then outstanding and unvested Match

Group equity awards which were also outstanding as of the date of such change in control held by Mr. Rascoff

would have been accelerated, including any equity awards that are subject to outstanding unsatisfied

performance conditions which would be deemed earned at the target level of performance. In addition, pursuant

to his employment agreement in effect on December 31, 2025, Mr. Rascoff would have been entitled to receive

the amounts set forth above under "—Amounts and Benefits Payable Upon a Qualifying Termination."

Further, pursuant to the terms of Mr. Rascoff’s employment agreement in effect on December 31, 2025, in

the event of a change in control of Match Group in which the successor or acquiring company failed to either (i)

assume Mr. Rascoff's outstanding equity awards or (ii) substitute such awards with similar awards, then any

performance metrics applicable to any such awards would be deemed satisfied at the greater of target and actual

performance and all outstanding equity awards held by Mr. Rascoff would vest immediately prior to such change

in control.

Other NEOs. Upon a Qualifying Termination on December 31, 2025 that occurred during the two-year period

following a change in control of Match Group, in accordance with Match Group's omnibus stock and annual

incentive plans, the vesting of all then outstanding and unvested Match Group equity awards which were also

outstanding as of the date of such change in control held by each of Messrs. Bailey, Edgett and Hosseini would

have been accelerated, including any equity awards that are subject to outstanding unsatisfied performance

conditions which would be deemed earned at the target level of performance. In addition, pursuant to their

respective employment agreements in effect on December 31, 2025, each of Messrs. Bailey, Edgett and Hosseini

would have been entitled to receive the amounts set forth above under “—Amounts and Benefits Payable Upon a

Qualifying Termination.”

Potential Payments Upon Termination or Change in Control Table

The amounts that would have become payable to our named executive officers (other than Mr. Kim and Mr.

Swidler) upon the events described above, assuming a termination and, if applicable, change in control date of

December 31, 2025 (the last business day of 2025), are described and quantified in the table below. These

amounts, which, except for the gross-up relating to COBRA benefits, exclude the effect of any applicable taxes,

are based on the named executive officer’s base salary, target annual bonus amount, the number of Match Group

equity awards outstanding, and the closing price of Match Group common stock ($32.29), on December 31, 2025.


Name and Benefit	Qualifying Termination	Qualifying Termination During the One Year Period Following a Change in Control of Match Group	Qualifying Termination During the Two Year Period Following a Change in Control of Match Group(1)	Change in Control without Assumption or Substitution of Awards	Death
Spencer Rascoff
Continued salary	$800,000	$1,200,000	$800,000	—	—
Bonus payment	$1,600,000	$2,400,000	$1,600,000	—	—
Continued health coverage(2)	$52,934	$78,841	$52,934	—	—
Market value of Match Group RSUs that would vest(3)	$4,111,486	$7,046,356	$7,046,356	$7,046,356	$4,111,486
Market value of Match Group PSUs that would vest(4)	$2,948,914	$39,929,588	$39,929,588	$39,929,588	$2,948,914
Total estimated incremental value	$9,513,334	$50,654,785	$49,428,878	$46,975,944	$7,060,400
Steven Bailey
Continued salary	$475,000	$475,000	$475,000	—	—
Continued health coverage(2)	$41,129	$41,129	$41,129	—	—
Market value of Match Group RSUs that would vest(3)	$1,355,793	$2,173,311	$2,173,311	—	$1,355,793
Market value of Match Group PSUs that would vest(4)	—	$1,820,349	$1,820,349	—	—
Total estimated incremental value	$1,871,922	$4,509,789	$4,509,789	—	$1,355,793
Sean Edgett
Continued salary	$500,000	$500,000	$500,000	—	—
Continued health coverage(2)	$52,934	$52,934	$52,934	—	—
Market value of Match Group RSUs that would vest(3)	$1,179,037	$2,236,728	$2,236,728	—	$1,179,037
Market value of Match Group PSUs that would vest(4)	—	$2,990,958	$2,990,958	—	—
Total estimated incremental value	$1,731,971	$5,780,620	$5,780,620	—	$1,179,037
Hesam Hosseini
Continued salary	$635,000	$635,000	$635,000	—	—
Bonus payment	$952,500	$952,500	$952,500	—	—
Continued health coverage(2)	$45,237	$45,237	$45,237	—	—
Market value of Match Group RSUs that would vest(3)	$3,755,876	$6,041,136	$6,041,136	—	$3,755,876
Market value of Match Group PSUs that would vest(4)	—	$11,636,670	$11,636,670	—	—
Total estimated incremental value	$5,388,613	$19,310,543	$19,310,543	—	$3,755,876

______________________

(1)With respect to Mr. Rascoff, amounts in this column represent the amounts that would have become payable in the

event of a Qualifying Termination that occurs more than one year and less than two years following a change in

control of Match Group.

(2)Represents the total payments necessary to cover the full premiums for continued coverage under the Company’s

medical and dental plans through COBRA for (i) 18 months in the case of Mr. Rascoff in the event of a Qualifying

Termination during the one-year period following a change in control of Match Group and (ii) 12 months for all other

applicable NEOs and events, in each case grossed up for applicable taxes. The COBRA rates reflect the named

executive officer’s coverage level elections as of December 31, 2025.

(3)Represents the closing price of Match Group common stock ($32.29) on December 31, 2025, multiplied by the

number of RSUs accelerated upon the occurrence of the relevant event.

(4)Represents the closing price of Match Group common stock ($32.29) on December 31, 2025, multiplied by the

number of PSUs accelerated upon the occurrence of the relevant event. The number of PSUs accelerated upon the

occurrence of (i) a Qualifying Termination during each of the one-year and two-year periods following a change in

control of Match Group and (ii) a change in control of Match Group in which the successor or acquiring company fails

to either (a) assume Mr. Rascoff's outstanding equity awards or (b) substitute such awards with similar awards, is

reflected as the number of PSUs that would be earned assuming the target level of performance is achieved. The

number of PSUs accelerated upon the occurrence of all other applicable events is reflected as the number of PSUs

that would be earned based on the level of performance on December 31, 2025 assuming December 31, 2025 is the

end of the applicable performance period.

For information regarding payments and benefits provided to Mr. Kim in connection with the termination of

his employment in 2025, see "Compensation Discussion and Analysis—Leadership Transitions—CEO Transition

Compensation Arrangements" above.

CEO Pay Ratio

In accordance with Item 402(u) under Regulation S-K of the Securities Act, we are required to disclose the

ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive

Officer on December 31, 2025, Spencer Rascoff. The pay ratio disclosure set forth below is a reasonable estimate

calculated in a manner consistent with applicable SEC rules.

For the fiscal year ended December 31, 2025: (i) the estimated median of the annual total compensation of

all Match Group employees (other than Mr. Rascoff) was approximately $210,537, (ii) Mr. Rascoff's annual total

compensation for purposes of Item 402(u) was $47,125,022, and (iii) the ratio of annual total compensation of Mr.

Rascoff to the median of the annual total compensation of our other employees was 224 to 1. Mr. Rascoff's

annual total compensation for this purpose equals Mr. Rascoff's total compensation as disclosed under "Executive

Compensation—2025 Summary Compensation Table" plus an additional amount that reflects the annualizing of

his base salary for 2025 consistent with applicable SEC guidance.

In making the determinations above, we first identified our total number of employees as of December 31,

2025 (2,242 in total, 1,345 of which were located in the United States and 897 of which were collectively located

in various jurisdictions outside of the United States). We then excluded employees located in the following

jurisdictions outside of the United States, which together comprise less than 5% of our total employees: Australia

(7 employees), China (1 employee), Egypt (2 employees), Germany (8 employees), India (9 employees), Mexico

(10 employees), and Spain (7 employees). After excluding employees in these jurisdictions, our pay ratio

calculation included 2,198 of our total 2,242 employees.

To identify our median employee from this employee population, as permitted by SEC rules, we selected

base pay in 2025 as our consistently applied compensation measure, which we then compared across the

applicable employee population. We annualized the compensation of permanent employees who were hired in

2025 but did not work for us for the entire year. After we identified the median employee, we determined such

employee’s annual total compensation in the same manner as we determined Mr. Rascoff's total compensation

disclosed under "Executive Compensation—2025 Summary Compensation Table."

Equity Compensation Plan Information

Securities Authorized for Issuance Under Equity Compensation Plans. The following table summarizes

information, as of December 31, 2025, regarding Match Group equity compensation plans pursuant to which

grants of Match Group equity awards or other rights to acquire shares of Match Group common stock may be

made from time to time.


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (A)		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (B)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (C)
Equity compensation plans approved by security holders(1)	13,602,527	(2)	$24.82	(3)	20,584,069	(4)
Equity compensation plans not approved by security holders	—		—		—
Total	13,602,527	(2)	$24.82	(3)	20,584,069	(4)

______________________

(1)Consists of the Match Group, Inc. 2015 Stock and Annual Incentive Plan, the 2017 Plan, the Match Group, Inc. 2020

Stock and Annual Incentive Plan (the "2020 Plan"), the 2024 Plan and the Match Group, Inc. 2021 Global Employee

Stock Purchase Plan (the “ESPP”).

(2)Includes an aggregate of: (i) up to 12,821,574 shares issuable upon the vesting of Match Group RSUs and PSUs and

reflects the maximum number of PSUs that would vest if the highest level of performance conditions is achieved,

(ii) 770,858 shares issuable upon the exercise of outstanding Match Group stock options and (iii) 10,095 shares

issuable pursuant to deferred share units accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for

Non-Employee Directors (the "Director Deferred Compensation Plan"), in each case, as of December 31, 2025.

(3)Excludes RSUs, PSUs and deferred share units as no exercise price is associated with such units.

(4)Includes 1,888,088 shares remaining available for issuance under the ESPP and an aggregate of 18,695,981 shares

remaining available for issuance under the 2024 Plan, assuming the maximum number of PSUs that would vest if the

highest level of performance conditions is achieved, in each case, as of December 31, 2025. Shares issued pursuant

to deferred share units are issued pursuant to the 2024 Plan. The number of shares subject to outstanding purchase

rights under the ESPP is indeterminable as of December 31, 2025 as the purchase price and corresponding number

of shares to be purchased is unknown until the end of each purchase period.

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item

402(v) of Regulation S-K under the Securities Act, we are providing the following information about the

relationship between "compensation actually paid" ("CAP") to our CEOs, or principal executive officers ("PEOs")

(Sharmistha Dubey from March 2020 until May 2022, identified below as "PEO 1," Bernard Kim from May 2022

until February 2025, identified below as "PEO 2," and Spencer Rascoff since February 2025, identified below as

"PEO 3"), and our other NEOs, and certain financial performance of the Company. For further information

concerning the Company’s performance-based approach to executive compensation and how the Company

aligns executive compensation with the Company’s performance, refer to "Compensation Discussion and Analysis

—Philosophy and Objectives" above.


Year	Summary Compen- sation Table ("SCT") Total for PEO 1(1)	SCT Total for PEO 2(1)	SCT Total for PEO 3(1)	Compen- sation Actually Paid to PEO 1(2)(3)	Compen- sation Actually Paid to PEO 2(3)(4)	Compen- sation Actually Paid to PEO 3(3)(5)	Average SCT Total for Non- PEO NEOs(6)	Average Compen- sation Actually Paid to Non-PEO NEOs(3)(7)	Value of Initial Fixed $100 Investment Based On:		Net Income (in thou- sands)	Adjusted EBITDA Margin(9)
Year	Summary Compen- sation Table ("SCT") Total for PEO 1(1)	SCT Total for PEO 2(1)	SCT Total for PEO 3(1)	Compen- sation Actually Paid to PEO 1(2)(3)	Compen- sation Actually Paid to PEO 2(3)(4)	Compen- sation Actually Paid to PEO 3(3)(5)	Average SCT Total for Non- PEO NEOs(6)	Average Compen- sation Actually Paid to Non-PEO NEOs(3)(7)	Total Share- holder Return ("TSR")	Peer Group TSR(8)	Net Income (in thou- sands)	Adjusted EBITDA Margin(9)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)	(m)
2025	—	$10,630,492	$47,014,253	—	$1,131,422	$37,467,327	$5,526,944	$2,658,838	$22	$264	$613,461	35%
2024	—	$15,746,295	—	—	$9,750,863	—	$4,169,091	$2,775,909	$22	$207	$551,313	36%
2023	—	$16,080,272	—	—	$7,826,909	—	$7,041,888	$3,983,355	$24	$150	$651,472	37%
2022	$23,016,375	$23,921,211	—	$(17,274,848)	$9,915,322	—	$11,178,780	$(3,540,359)	$27	$90	$359,919	35%
2021	$25,397,675	—	—	$13,576,838	—	—	$11,085,711	$7,416,614	$87	$137	$276,554	36%

______________________

(1)The dollar amounts reported in columns (b), (c) and (d) are the amounts of total compensation reported for each PEO for each

corresponding year in the "Total" column of the SCT.

(2)The dollar amount reported in column (e) represents the CAP for Ms. Dubey, as computed in accordance with Item 402(v) of

Regulation S-K. The dollar amount does not reflect the actual amount of compensation earned by or paid to Ms. Dubey during the

applicable year.

(3)All valuations of equity awards were estimated using assumptions and methodologies substantially consistent with those used at

grant and in accordance with the principles in FASB ASC Topic 718, Compensation – Stock Compensation. The fair value of Match

Group PSU awards is reflected based upon the probable outcome of the performance conditions associated with such PSU awards

as of the valuation date.

(4)The dollar amounts reported in column (f) represent the CAP for Mr. Kim, as computed in accordance with Item 402(v) of Regulation

S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kim during the applicable year. In

accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kim's total

compensation for 2025 to determine CAP:


Reported SCT Total	Reported Value of Equity Awards(a)	Equity Award Adjustments(b)	Compensation Actually Paid
$10,630,492	—	$(9,499,070)	$1,131,422

(a)The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards”

column of the SCT for 2025.

(b)The equity award adjustments include the addition (or subtraction, as applicable) of the following, if applicable: (i) the year-end

fair value of any equity awards granted in 2025 that were outstanding and unvested as of the end of 2025; (ii) the amount of

change in fair value as of the end of 2025 (from the end of the prior fiscal year) of any awards granted in prior years that were

outstanding and unvested as of the end of 2025; (iii) for awards that were granted and vested in 2025, the fair value as of the

vesting date; (iv) for awards granted in prior years that vested in 2025, the amount equal to the change in fair value as of the

vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that were determined to fail to meet the

applicable vesting conditions during 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year;

and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2025 prior to the vesting date that

are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2025.

The amounts deducted or added in calculating the equity award adjustments are as follows:


Year End Fair Value of Equity Awards Granted During the Year	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	Total Equity Award Adjustments
—	$(790,271)	—	$778,610	$(9,487,409)	—	$(9,499,070)

(5)The dollar amounts reported in column (g) represent the CAP for Mr. Rascoff, as computed in accordance with Item 402(v) of

Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rascoff during the

applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr.

Rascoff's total compensation for 2025 to determine CAP:


Reported SCT Total	Reported Value of Equity Awards(a)	Equity Award Adjustments(b)	Compensation Actually Paid
$47,014,253	$(44,790,300)	$35,243,374	$37,467,327