DEF 14A of Match Group, Inc., Apr 30, 2026

DEF 14A of Match Group, Inc.

Filed Apr 30, 2026 · FY20250000891103-26-000066

Open on EDGAR

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

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

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

    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).

  3. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS

  4. Proposal and Required Vote

    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.

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

    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. 9

  6. Board Declassification

    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.

  7. Information Concerning Director Nominees and Other Board Members

    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. 10

  8. Nominees for Election at

    Nominees for Election at

  9. Nominees for Election at

    Nominees for Election at

  10. INDEPENDENT DIRECTOR

    INDEPENDENT DIRECTOR Age: 44 Director Since: 2024 12

  11. Nominees for Election at

    Nominees for Election at

  12. INDEPENDENT DIRECTOR

    INDEPENDENT DIRECTOR Age: 70 Director Since: 2015 13

  13. Nominees for Election at

    Nominees for Election at

  14. INDEPENDENT DIRECTOR

    INDEPENDENT DIRECTOR Age: 61 Director Since: 2015 (Chairman since 2021) 14

  15. Key Experience, Qualifications and Board Contributions

    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

  16. Other Key Skill Sets

    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

  17. Employment and Other Experience

    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

  18. Other Public Company Directorships

    Other Public Company Directorships •2018 – Present: Tapestry, Inc.

  19. Previous Public Company Directorships

    Previous Public Company Directorships •2021 – 2022: Big Sky Growth Partners, Inc.

  20. Continuing Directors Whose

    Continuing Directors Whose

  21. Terms Expire in 2027

    Terms Expire in 2027

  22. Darrell Cavens

    Darrell Cavens

  23. INDEPENDENT DIRECTOR

    INDEPENDENT DIRECTOR Age: 53 Director Since: 2025 15

  24. Continuing Directors Whose

    Continuing Directors Whose

  25. Continuing Directors Whose

    Continuing Directors Whose

  26. Continuing Directors Whose

    Continuing Directors Whose

  27. Terms Expire in 2027

    Terms Expire in 2027

  28. Glenn H. Schiffman

    Glenn H. Schiffman

  29. INDEPENDENT DIRECTOR

    INDEPENDENT DIRECTOR Age: 56 Director Since: 2016 18

  30. INDEPENDENT DIRECTOR

    INDEPENDENT DIRECTOR Age: 46 Director Since: 2020 19

  31. Directors Whose

    Directors Whose

  32. Terms Expire in 2028

    Terms Expire in 2028

  33. Key Experience, Qualifications and Board Contributions

    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

  34. Other Key Skill Sets

    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

  35. Employment and Other Experience

    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

  36. Melissa Brenner

    Melissa Brenner

  37. INDEPENDENT DIRECTOR

    INDEPENDENT DIRECTOR Age: 51 Director Since: 2020 20

  38. Directors Whose

    Directors Whose

  39. Terms Expire in 2028

    Terms Expire in 2028

  40. Key Experience, Qualifications and Board Contributions

    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

  41. Other Key Skill Sets

    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

  42. Employment and Other Experience

    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

  43. Other Public Company Directorships

    Other Public Company Directorships •2025 – Present: National CineMedia, Inc. •2021 – Present: Urban Outfitters, Inc.

  44. Kelly Campbell

    Kelly Campbell

  45. INDEPENDENT DIRECTOR

    INDEPENDENT DIRECTOR Age: 48 Director Since: 2025 21

  46. INFORMATION CONCERNING MATCH GROUP EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    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 38 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.

  47. Leadership Transitions

    | 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 |

  48. Leadership Transitions

    (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; 40 •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.

  49. Philosophy and Objectives

    | 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. |

  50. 2025 Compensation Highlights

    | 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. |

  51. Compensation-Setting Practices and Process

    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); 44 •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: 45

  52. Compensation-Setting Practices and Process

    | 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. |

  53. Compensation-Setting Practices and Process

    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.

  54. Compensation Elements

    * 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 47 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.

  55. Compensation Elements

    | 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% |

  56. Compensation Elements

    | 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% |

  57. Compensation Elements

    | 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% |

  58. Compensation Elements

    | 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 |

  59. Compensation Elements

    (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 49 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.

  60. Compensation Elements

    | 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 |

  61. Compensation Elements

    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:

  62. Compensation Elements

    | 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% |

  63. Compensation Elements

    (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. 50 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:

  64. Compensation Elements

    | 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% |

  65. Compensation Elements

    (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. 51 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%.

  66. Compensation Elements

    | Match Group Stock Growth | Median Nasdaq-100 Company Stock Growth | Relative Stock Growth | Payout % | | -77.49% | 37.97% | -115.47% | 0% |

  67. Compensation Elements

    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:

  68. Compensation Elements

    | 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% |

  69. Compensation Elements

    (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.

  70. Compensation Elements

    | Match Group TSR | Percentile Ranking Among Nasdaq-100 | Payout % | | -69.99% | 0% | 0% |

  71. Compensation Elements

    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.

  72. Compensation Elements

    | Match Group TSR | Percentile Ranking Among Nasdaq-100 | Payout % | | -61.43% | 0% | 0% |

  73. Compensation Recovery (“Clawback”) Arrangements

    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 52 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.

  74. Equity Award Timing Policies and Practices

    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 53 not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  75. Change in Control

    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.”

  76. Severance

    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.

  77. Overview

    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.

  78. 2025 Summary Compensation Table

    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.

  79. 2025 Summary Compensation Table

    | 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 |

  80. 2025 Summary Compensation Table

    ______________________ (1)See the discussion under "Compensation Discussion and Analysis—Leadership Transitions" for information regarding executive officer changes. 55 (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.

  81. 2025 Summary Compensation Table

    | 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 |

  82. 2025 Summary Compensation Table

    (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. 56

  83. Grants of Plan-Based Awards in 2025

    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.

  84. Grants of Plan-Based 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 | – | – | – | – | – |

  85. Grants of Plan-Based Awards in 2025

    ______________________ (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. 57

  86. Outstanding Equity Awards at 2025 Fiscal Year-End

    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.

  87. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | 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 |

  88. Outstanding Equity Awards at 2025 Fiscal Year-End

    ______________________ (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. 58 (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.

  89. 2025 Option Exercises and Stock Vested

    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.

  90. 2025 Option Exercises and Stock Vested

    | | 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 |

  91. 2025 Option Exercises and Stock Vested

    ______________________ (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.

  92. Estimated Potential Payments Upon Termination or Change in Control

    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; 59 •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:

  93. Estimated Potential Payments Upon Termination or Change in Control

    | 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 |

  94. Estimated Potential Payments Upon Termination or Change in Control

    (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. 60 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:

  95. Estimated Potential Payments Upon Termination or Change in Control

    | 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 |

  96. Estimated Potential Payments Upon Termination or Change in Control

    (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 61 •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.” 62 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.

  97. Estimated Potential Payments Upon Termination or Change in Control

    | 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 |

  98. Estimated Potential Payments Upon Termination or Change in Control

    ______________________ (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 63 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.

  99. CEO Pay Ratio

    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." 64

  100. PAY VERSUS PERFORMANCE

    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.

  101. PAY VERSUS PERFORMANCE

    | 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) | | | | | | | | | | | Total Share- holder Return ("TSR") | Peer Group TSR(8) | | | | (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% |

  102. PAY VERSUS PERFORMANCE

    ______________________ (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:

  103. PAY VERSUS PERFORMANCE

    | 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 |

  104. PAY VERSUS PERFORMANCE

    (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: 66

  105. PAY VERSUS PERFORMANCE

    | 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) |

  106. PAY VERSUS PERFORMANCE

    (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:

  107. PAY VERSUS PERFORMANCE

    | 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 |

  108. PAY VERSUS PERFORMANCE

    (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:

  109. PAY VERSUS PERFORMANCE

    | 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 | | $35,250,759 | — | — | $(7,385) | — | — | $35,243,374 |

  110. PAY VERSUS PERFORMANCE

    (6)The dollar amounts reported in column (h) are the averages of the amounts of total compensation reported for the Company’s NEOs as a group, excluding any PEOs serving during each year (the "Non-PEO NEOs"), in the “Total” column of the SCT for each corresponding year. The Non-PEO NEOs included in each of 2021, 2022 and 2023 for purposes of calculating the average amounts are Gary Swidler, Jared F. Sine and Philip Eigenmann. The Non-PEO NEOs included in 2024 for purposes of calculating the average amounts are Gary Swidler, Sean Edgett, Philip Eigenmann and Jeanette Teckman. The Non-PEO NEOs included in 2025 for purposes of calculating the average amounts are Steven Bailey, Sean Edgett, Hesam Hosseini and Gary Swidler. (7)The dollar amounts reported in column (i) represent the average CAP of the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for 2025 to determine CAP: 67

  111. PAY VERSUS PERFORMANCE

    | Average Reported SCT Total for Non- PEO NEOs | Average Reported Value of Equity Awards(a) | Average Equity Award Adjustments(b) | Average Compensation Actually Paid to Non-PEO NEOs* | | $5,526,944 | $(4,472,891) | $1,604,785 | $2,658,838 |

  112. PAY VERSUS PERFORMANCE

    *Amounts may not total due to rounding. (a)The average reported value of equity awards represents the average grant date fair value of equity awards granted to the Non- PEO NEOs 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:

  113. PAY VERSUS PERFORMANCE

    | Average Year End Fair Value of Equity Awards Granted During the Year | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Total Equity Award Adjustments* | | $4,260,939 | $(882,359) | — | $(22,365) | $(1,751,430) | — | $1,604,785 |

  114. PAY VERSUS PERFORMANCE

    *Amounts may not total due to rounding (8)The peer group used for this purpose is the Russell 1000 Technology Index. (9)Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA 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.

  115. Analysis of Information Presented in the Pay versus Performance Table

    Analysis of Information Presented in the Pay versus Performance Table As described in more detail in Compensation Discussion and Analysis above, the Company’s executive compensation program reflects a performance-based approach. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K under the Securities Act) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs depicting the relationships between information presented in the Pay versus Performance table. For purposes of the charts below, we have combined the CAP of the PEO serving as of the end of each year (Ms. Dubey in 2021, Mr. Kim in 2022, 2023 and 2024, and Mr. Rascoff in 2025) with the CAP of any other PEO that served in that role during each such year (Ms. Dubey in 2022 and Mr. Kim in 2025).

  116. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-Employee Director Compensation Arrangements. The Compensation and Human Resources Committee of the Board has primary responsibility for establishing non-employee director compensation arrangements. In setting director compensation, the Compensation and Human Resources Committee is guided by the following principles: •compensation should fairly pay directors for work required consistent with a company of Match Group’s size and scope; •compensation should align directors’ interests with the long-term interests of stockholders; and •the structure of the compensation program should be simple, transparent and easy for stockholders to understand. 69 Arrangements in effect during 2025 provided that: (i) each non-employee member of the Board receive an annual retainer fee in the amount of $50,000, (ii) the Chairperson of the Board receive an additional annual retainer fee in the amount of $80,000, (iii) each member of the Audit, Compensation and Human Resources, and the Nominating and Corporate Governance Committees (including their respective Chairpersons) receive an additional annual retainer fee in the amount of $10,000, $5,000 and $5,000, respectively, and (iv) the Chairpersons of each of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees receive an additional annual Chairperson retainer fee in the amount of $20,000, $20,000 and $15,000, respectively, with all amounts being paid quarterly, in arrears. In addition, these arrangements also provided that each non-employee director, including non-employee directors initially elected or appointed on the date of an annual meeting of stockholders of Match Group, receive an award of Match Group RSUs with a dollar value of $250,000 (based on the closing price of Match Group's common stock on the grant date) on the date of Match Group's annual meeting of stockholders (unless such non- employee director does not serve as a director of Match Group following such annual meeting of stockholders). The terms of these RSU awards provide for vesting in full on the earlier of (i) the first anniversary of the grant date and (ii) the date of Match Group's next annual meeting of stockholders following the grant date. Upon a non-employee director’s initial election or appointment to the Board other than on the date of an annual meeting of stockholders of Match Group, each non-employee director is to receive an award of Match Group RSUs with a dollar value of $250,000 (based on the closing price of Match Group's common stock on the grant date), prorated based on the number of calendar days elapsed since the grant date of the immediately preceding annual award of Match Group RSUs to non-employee directors. The terms of these RSU awards provide for vesting in full on the earlier of (i) the first anniversary of the grant date of the immediately preceding annual award of Match Group RSUs to non-employee directors and (ii) the date of Match Group's next annual meeting of stockholders following the grant date. The terms of all Match Group RSU awards to non-employee directors pursuant to arrangements in effect during 2025 also provided for: (i) cancellation and forfeiture of unvested RSUs in their entirety upon termination of service to Match Group and its subsidiaries and (ii) full acceleration of vesting upon a change in control of Match Group. Further, all equity awards granted to non-employee directors in 2025 have dividend equivalent rights. The dividend equivalents will only pay out if and to the extent that vesting conditions have been met for the underlying awards. Match Group also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at Board and Board committee meetings. Deferred Compensation Plan for Non-Employee Directors. Under the Director Deferred Compensation Plan, non-employee directors may defer all or a portion of their Board and Board committee retainer fees. Eligible directors who defer all or any portion of these fees can elect to have such deferred fees applied to the purchase of share units, representing the number of shares of Match Group common stock that could have been purchased on the relevant date, or credited to a cash fund. If any dividends are paid on Match Group common stock, dividend equivalents will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the weighted average prime lending rate of JPMorgan Chase Bank. After a director leaves the Board, they will receive: (i) with respect to share units, the number of shares of Match Group common stock represented by such share units, and (ii) with respect to the cash fund, a cash payment in an amount equal to deferred amounts, plus accrued interest. These payments are made in one lump sum or up to five installments, as previously elected by the eligible director at the time of the related deferral election, and otherwise in accordance with the plan. 70 2025 Non-Employee Director Compensation. The table below sets forth information concerning the compensation paid to each of our non-employee directors serving as such during 2025 for services performed during 2025. For information concerning compensation paid to Mr. Rascoff for non-employee director services performed during 2025 prior to his appointment as Chief Executive Officer of the Company, see "Executive Compensation—2025 Summary Compensation Table" above.

  117. DIRECTOR COMPENSATION

    | | Fees Earned | | | | | Name | Fees Paid in Cash | Fees Deferred(1) | Stock Awards(2) | Total | | Stephen Bailey | $60,000 | — | $249,975 | $309,975 | | Melissa Brenner | $55,000 | — | $249,975 | $304,975 | | Kelly Campbell(3) | $29,464 | — | $249,975 | $279,439 | | Darrell Cavens(3) | $1,319 | $41,538 | $249,975 | $292,832 | | Sharmistha Dubey | $50,000 | — | $249,975 | $299,975 | | Laura Rachel Jones | — | $54,125 | $249,975 | $304,100 | | Ann L. McDaniel | $77,335 | — | $249,975 | $327,310 | | Thomas J. McInerney | $150,000 | — | $249,975 | $399,975 | | Glenn H. Schiffman | — | $60,000 | $249,975 | $309,975 | | Pamela S. Seymon | $55,000 | — | $249,975 | $304,975 | | Alan G. Spoon(4) | $39,698 | — | — | $39,698 |

  118. DIRECTOR COMPENSATION

    ______________________ (1)Represents the dollar value of fees deferred in the form of share units by the respective director under the Director Deferred Compensation Plan. (2)Reflects the grant date fair value of non-employee director Match Group RSU awards ("Director RSU Awards"), computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, excluding the effect of estimated forfeitures. The grant date fair value of the Director RSU Awards is calculated by multiplying the number of RSUs by the closing market price of Match Group common stock on the grant date. As of December 31, 2025, our non-employee directors serving as of such date held the following number of RSUs in the aggregate:

  119. DIRECTOR COMPENSATION

    | Name | Outstanding RSUs (#) | | Stephen Bailey | 8,346 | | Melissa Brenner | 8,346 | | Kelly Campbell | 8,346 | | Darrell Cavens | 8,346 | | Sharmistha Dubey | 8,346 | | Laura Rachel Jones | 8,346 | | Ann L. McDaniel | 8,346 | | Thomas J. McInerney | 8,346 | | Glenn H. Schiffman | 8,346 | | Pamela S. Seymon | 8,346 |

  120. DIRECTOR COMPENSATION

    In addition to the RSUs listed above, (i) as a result of the transactions effected to separate Match Group from IAC/ InterActiveCorp ("IAC") in June 2020 (the "Separation"), as of December 31, 2025, Mr. Schiffman held 246,432 Match Group stock options issued in respect of former IAC stock options previously granted as part of his compensation by IAC and unrelated to his service as a director of Match Group; and (ii) as a result of compensation paid to Ms. Dubey by the Company prior to 2023 in connection with her prior service as an employee of the Company, as of December 31, 2025, Ms. Dubey held 58,309 Match Group stock options, 10,792 of which were issued in respect of former IAC stock options as a result of the Separation. (3)Ms. Campbell and Mr. Cavens joined the Board on June 18, 2025. (4)Mr. Spoon did not stand for re-election at the Match Group 2025 Annual Meeting of Stockholders. As a result, his term as a member of the Board ended on June 18, 2025. 71 Stock Ownership Guidelines. In January 2022, Match Group adopted stock ownership guidelines pursuant to which each non-employee director is required to own a number of shares of Match Group common stock having an aggregate value equal to at least five times the non-employee director’s annual cash retainer fee (but not including any Board chairperson or Board committee member or chairperson compensation). Non-employee directors 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) the individual’s first election or appointment to the Board. For additional information regarding the terms of the stock ownership guidelines, see the discussion under the heading Stock Ownership Guidelines in the Compensation Discussion and Analysis section of this proxy statement. 72

  121. STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR PRESENTATION AT THE 2027 ANNUAL

    STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR PRESENTATION AT THE 2027 ANNUAL