DEF 14A of Grindr Inc., Apr 30, 2026

DEF 14A of Grindr Inc.

Filed Apr 30, 2026 · FY20250001140361-26-018315

Open on EDGAR

  1. Nominees for Director

    Nominees for Director George Arison. Mr. Arison has served as our Chief Executive Officer and director since November 2022, and previously served as the Chief Executive Officer of Legacy Grindr from October 2022 to November 2022. Mr. Arison previously served as Founder and Chief Executive Officer of Shift Technologies, Inc. (“Shift”) (Nasdaq: SFT) from December 2013 to September 2022, and he continued to serve as a member on the Board of Directors until August 2023. In 2018, Mr. Arison conceived and created Pulsar AI, an artificial intelligence platform for auto sales, which was acquired by Impel. Prior to that, he served in various positions at Alphabet Inc. (Nasdaq: GOOG) from 2010 to 2013. From 2007 to 2010, Mr. Arison served as co-founder of Taxi Magic (now known as Curb, acquired by Verifone), an on-demand ground travel tool and one of the earliest native mobile app technologies. From 2005 to 2007, he worked for Boston Consulting Group. Prior to his business career, Mr. Arison was a policy analyst and ran a political campaign in Georgia, the country of his birth, about which he wrote Democracy and Autocracy in Eurasia: Georgia in Transition. Shift filed for bankruptcy, which became effective in October 2024, more than two years after Mr. Arison left his operating role at the company. Mr. Arison received a bachelor’s degree from Middlebury College. Since joining Grindr, Mr. Arison has overseen our successful transition to a public company, posting significant growth and profitability results and driving product innovation. We believe that Mr. Arison’s deep experience in marketplaces and AI, extensive leadership experience overseeing the transformation of our company into the Global Gayborhood in Your Pocket(TM), together with his corporate expertise as the Chief Executive Officer, qualify him to serve as our Chief Executive Officer and as a member of the Board of Directors. Daniel Brooks Baer. Mr. Baer has served as a member of the Board of Directors since November 2022. Mr. Baer is a Senior Vice President for policy research at the Carnegie Endowment for International Peace, which he joined in January 2020. He was Executive Director of the Colorado Department of Higher Education from May 2018 to February 2019. He previously served as the United States Ambassador to the Organization for Security and Co-operation in Europe from September 2013 to January 2017. Prior to that, he served as the Deputy Assistant Secretary of State for the Bureau of Democracy, Human Rights, and Labor from 2009 to 2013. Prior to that, he was an Assistant Professor of Strategy, Economics, Ethics and Public Policy at the McDonough School of Business at Georgetown University from 2008 to 2009. He was also a Faculty Fellow at Harvard University’s Safra Center for Ethics. Prior to that, he was a project leader at Boston Consulting Group, a management consulting firm, from 2004 to 2007. Mr. Baer received a Bachelor of Arts degree in Social Studies and African American Studies from Harvard University. He was also a Marshall Scholar at Oxford University, where he earned a master’s degree and doctoral degree in International Relations. We believe Mr. Baer’s government and policy experience qualify him to serve as a member of the Board of Directors. Chad Cohen. Mr. Cohen has served as a member of the Board of Directors since June 2025. Mr. Cohen is the Founder and CEO of Scala Advisors, LLC, a firm that advises public and private companies on finance, business operations, and investor relations initiatives, since January 2024. From November 2022 to January 2024, Mr. Cohen was Chief Financial Officer and Chief Operating Officer of Capella Space, a satellite-based earth observation company. Prior to that, from August 2015 to February 2022, Mr. Cohen served as Chief Financial Officer of Adaptive Biotechnologies Corp. (Nasdaq: ADPT), an immune-driven medicine company, including through its IPO in 2019. For nine years leading up to August 2015, Mr. Cohen served in various roles at Zillow Group Inc. (Nasdaq: Z), including most recently as Chief Financial Officer and Treasurer from March 2011 to August 2015, including through its IPO in July 2011. Mr. Cohen previously served on the board of Vacasa, Inc. (Nasdaq: VCSA), a vacation rental management platform, from October 2020 to May 2025, when it was acquired by Casago, including service as chair of the Audit Committee and as a member of the Compensation Committee, and special committee. Mr. Cohen also previously served on the board and as chair of the Audit Committee of Trupanion, Inc. (Nasdaq: TRUP), a pet insurance company, from December 2015 to July 2019. Mr. Cohen holds a B.S.B.A. in Management with a concentration in Accounting from Boston University. We believe Mr. Cohen is well qualified to serve as a member of our Board of Directors because of his experience with public companies, both as an executive officer and as a director and Audit Committee chair; his financial expertise; and his experience in the life sciences sector. J. Michael Gearon, Jr. Mr. Gearon has served as a member of the Board of Directors since November 2022 and our lead independent director since November 2025. Mr. Gearon is the Chairman and Chief Executive Officer of 28th Street Ventures, LLC, a family office based in Atlanta which he founded in 2007. A pioneer in the cell tower industry, Mr. Gearon has established six successful businesses across six countries over 30 years, spanning four continents. His roles have included Chairman of Pan Asia Tower, a wireless communications and broadcast infrastructure company, from 2013 to November 2019; and Chairman Advisor of PT Serana Menara Nusantara Tbk, the largest cell tower company in Indonesia, from 2007 to 2016. Prior to these roles, he served as Vice Chairman of American Tower Corp. from 2002 to 2007 and was on its Board of Directors from 1998 to 2003, following the sale of his business, Gearon & Co., to American Tower. Beyond telecommunications, Mr. Gearon has also made significant contributions in the sports industry. He was part owner of the Atlanta Hawks from 2004 through 2023, serving as Governor from 2005 to 2009 and as co-managing partner and board member from 2004 to 2015. He also co-owned the Atlanta Thrashers from 2003 to 2010. His achievements in business were recognized when he was named Ernst & Young Entrepreneur of the Year in 1997. Mr. Gearon received a bachelor’s degree, cum laude, in Inter-Disciplinary Studies from Georgia State University. We believe Mr. Gearon’s extensive experience in the technology industry and his experience as an executive and director qualify him to serve as a member of the Board of Directors.

  2. Nominees for Director

    Lisa Gersh. Ms. Gersh has served on the board of directors of Hasbro, Inc. (Nasdaq: HAS) since 2010, where she had chaired the Compensation Committee for seven years and where she currently sits on the Nominating and Governance Committee. Ms. Gersh also serves as a member of the board of directors of Starz Entertainment (Nasdaq: STRZ), which she joined when the Company went public in May 2025. At Starz, Ms. Gersh chairs the Nominating and Governance Committee and sits on the Compensation Committee. Ms. Gersh also serves on the board of directors of three private companies, Jones Road Beauty, Anastasia Beverly Hills, and Pypestream. Previously, Ms. Gersh served on the board of directors of MoneyLion, Inc. (NYSE: ML), a publicly traded financial technology company, from September 2021 until the company was sold to Gen Digital Inc. in February 2025. During her tenure at MoneyLion she chaired the Nominating and Governance Committee and sat on the Compensation Committee. Ms. Gersh has had a lengthy career in consumer products and media. She was a cofounder of Oxygen Media, where she served as the President and Chief Operating Officer until its sale to NBC in 2009. Ms. Gersh was retained by NBC as the President of Strategic Initiatives, a role she held until NBC’s sale to Comcast in 2011. After leaving NBC, Ms. Gersh served as President, Chief Operating Officer, and eventually Chief Executive Officer of Martha Stewart Living Omnimedia from 2011 to 2013. In 2014, Ms. Gersh played a pivotal role as Chief Executive Officer in the formation of GOOP, a private lifestyle company founded by Gwyneth Paltrow. Ms. Gersh began her career at Debevoise & Plimpton, and later as a founding member of New York law firm, Friedman Kaplan & Seiler LLP, where she worked creating strong corporate partnerships. Ms. Gersh received a Bachelor of Arts degree from the State University of New York at Binghamton and a J.D. from Rutgers Law School. We believe Ms. Gersh’s extensive experience as a chief executive officer of media and consumer products companies and her significant public company board experience qualify her to serve as a member of the Board of Directors. Fadi Hanna. Mr. Hanna has been nominated to serve on the Board of Directors beginning in June 2026 immediately following the Annual Meeting. Mr. Hanna has served as Chief Risk Officer of Bloomberg LP since July 2025, where he oversees the company's global risk management program across risk domains, including operational and technology risks. Prior to that, Mr. Hanna served as Chief Compliance Officer of Bloomberg from June 2018 to July 2025. Prior to joining Bloomberg, Mr. Hanna served as a Managing Director in Compliance at JPMorgan from 2011 to 2018, where he advised on banking and securities regulations across the firm's investment banking and asset management businesses, and as a litigation associate at Simpson Thacher & Bartlett LLP from 2006 to 2011, where he focused on securities litigation and internal investigations. Mr. Hanna received a B.S. in Computer Science and Economics from Duke University and a J.D. from Yale Law School. We believe Mr. Hanna's extensive experience in risk management and oversight and compliance at a global financial data and technology company qualify him to serve as a member of the Board of Directors. Rob Solomon. Mr. Solomon has been nominated to serve on the Board of Directors beginning in June 2026 immediately following the Annual Meeting. Mr. Solomon has served as Chief Executive Officer of H55, a Swiss electric aviation propulsion battery company, since November 2025. From September 2024 to March 2026, Mr. Solomon served as a Venture Advisor with AI Fund, a venture studio that works with AI start-ups. Prior to that, Mr. Solomon co-founded Kite and served as the Chief Executive Officer from April 2022 to February 2024. Prior to that, Mr. Solomon served as Chief Executive Officer of GoFundMe from July 2015 to March 2020 and as Chairman from June 2015 to May 2021. Prior to that, Mr. Solomon served as a Venture Partner at Accel Partners, a venture capital firm, from 2013 to 2015. From 2010 to 2012, Mr. Solomon served as President and Chief Operating Officer of Groupon (Nasdaq: GRPN), a publicly traded e-commerce marketplace. Mr. Solomon currently serves on the board of directors of GoFundMe.ORG and Woodside Horse Park, non-profit organizations, and privately held companies Instacoach, Biztrip.ai, and Pixi. Mr. Solomon received a B.A. in History from the University of California, Berkeley. We believe Mr. Solomon’s extensive experience as a chief executive officer and operating executive of technology, marketplace, and consumer internet companies qualify him to serve as a member of the Board of Directors. G. Raymond Zage, III. Mr. Zage has served as a member of our Board of Directors since November 2022. Mr. Zage has served as the Chief Executive Officer of Tiga Investments Pte. Ltd. since November 2017 and was a founder and previously served as a director, Chief Executive Officer, and Chairman of Tiga Acquisition Corp. from July 2020 to November 2022. In April 2021, he also joined the Board of Directors of EDBI Pte Ltd, independent equity investment arm of Singapore’s Economic Development Board, and in April 2025 changed his role to Senior Advisor. Prior to August 2018, Mr. Zage was managing director and Chief Executive Officer of Farallon Capital Asia Pte Ltd, which invests capital on behalf of Farallon Capital Management LLC, where he was a partner. Mr. Zage joined Farallon Capital Management LLC in March 2000 and in 2002 set up and ran Farallon Capital Asia Pte Ltd (also previously known as Noonday Asset Management Asia Pte Ltd). Prior to joining Farallon, Mr. Zage was a Vice President at Goldman Sachs (Singapore) Pte Ltd in the Investment Banking Division having also worked for Goldman Sachs in New York and Los Angeles. Mr. Zage continued to serve as a part-time senior advisor at Farallon until December 2025. He serves as a member of the Board of Commissioners of PT Lippo Karawaci Tbk and as an independent director of numerous private companies. He also served as a member of the board of directors of Whitehaven Coal Limited (ASX: WHC.AX) from August 2013 until October 2025, and as a member of the board of directors of Toshiba Corporation from June 2019 until October 2023, where he served as chair of the nomination committee. Mr. Zage received his Bachelor of Science degree in Finance and Accounting from the University of Illinois, Urbana-Champaign in 1992. Mr. Zage’s qualifications to serve on our board include three decades of investment experience in public and private debt, public and private equity, and real estate across a wide variety of industries and geographies, and his strategic vision and experience as a board member of public and private companies in a wide variety of industries. Mr. Zage provides high-value added services to the Board of Directors and has sufficient time to focus on our business.

  3. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. In conducting this assessment, the Board of Directors considers expertise, skills, experience, diversity, age, and such other factors as it deems appropriate given the current needs of the Board of Directors and the Company, to maintain a balance of knowledge, experience, and capability. In the case of incumbent directors whose terms of office are set to expire, the Board of Directors reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Board of Directors also determines whether the nominee must be independent for SEC and NYSE purposes. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, having and/or demonstrating (i) relevant expertise upon which to be able to offer advice and guidance to management; (ii) sufficient time to devote to the affairs of the Company; (iii) excellence in the nominee’s field; (iv) the ability to exercise sound business judgment; (v) experience as a board member or executive officer of another publicly held company; (vi) a differentiated personal background, perspective, and experience; and (vii) the commitment to rigorously represent the long-term interests of the Company’s stockholders. The Board of Directors believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age, and having the highest personal integrity and ethics. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

  4. Director Compensation

    Director Compensation We have a non-employee director compensation policy pursuant to which our non-employee directors are eligible to receive annual equity awards and annual cash compensation for service on our Board of Directors and committees of our Board of Directors. The Board of Directors expects to review director compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors. The Compensation Committee has the authority to engage a consulting firm to evaluate director compensation. On June 3, 2025, our Board of Directors amended and restated our non-employee director compensation policy (the “Original Policy”) to increase the annual cash and equity compensation that the members of the Board of Directors are eligible to receive (such policy as amended and restated, the “Second Restated Director Compensation Policy”). On April 27, 2026, our Board of Directors amended and restated the Second Restated Director Compensation Policy to further increase the annual cash and equity compensation that the members of the Board of Directors are eligible to receive, to be effective immediately as of the Annual Meeting (the “Third Restated Director Compensation Policy”).

  5. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table The table below summarizes the compensation paid to our non-employee directors during the year ended December 31, 2025:

  6. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | James Fu Bin Lu(4) | $24,616 | $140,072 | $164,688 | | Daniel Brooks Baer | $179,464 | $142,089 | $321,553 | | Chad Cohen(4) | $205,193 | $202,622 | $407,815 | | J. Michael Gearon, Jr. | $175,288 | $140,072 | $315,360 | | Gary I. Horowitz(4) | $11,901 | — | $11,901 | | Nathan Richardson | $40,036 | $157,740 | $197,776 | | Meghan Stabler | $37,521 | $158,053 | $195,574 | | G. Raymond Zage, III | $31,616 | $129,212 | $160,828 |

  7. 2025 Non-Employee Director Compensation Table

    | (1) Includes annual retainer fees, as described above. In connection with the non-binding proposal submitted by Mr. Zage and Mr. Lu (the “Proposing Shareholders”) to our Board of Directors to acquire all outstanding shares of our common stock (a “Going Private Transaction”), |

  8. 2025 Non-Employee Director Compensation Table

    the Board established a special committee comprised of disinterested and independent directors to evaluate the proposal, which was withdrawn on November 24, 2025. Messrs. Baer, Cohen, and Gearon served as members of the special committee, with Mr. Cohen acting as Chair. The fees reported for 2025 for members of this special committee include additional cash compensation paid in connection with their service on this committee.

  9. 2025 Non-Employee Director Compensation Table

    | (2) Reflects the aggregate grant date fair value of any RSUs granted, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Compensation-Stock Compensation. Assumptions used in the calculation of this amount are included in Note 13. Stock-based Compensation to the Consolidated Financial Statements included in the 2025 Form 10-K. This amount does not reflect the actual economic value that will ultimately be realized by each director. |

  10. 2025 Non-Employee Director Compensation Table

    | (3) The number of shares underlying outstanding stock awards, consisting of RSUs, held as of December 31, 2025, by each non-employee director serving as of such date is set forth below. |

  11. 2025 Non-Employee Director Compensation Table

    | Name | Aggregate Number of Shares Underlying Outstanding RSUs | | James Fu Bin Lu | — | | Daniel Brooks Baer | 5,731 | | Chad Cohen | 7,223 | | J. Michael Gearon, Jr. | 5,430 | | Gary I. Horowitz | — | | Nathan Richardson | 6,143 | | Meghan Stabler | 6,222 | | G. Raymond Zage, III | 5,002 |

  12. 2025 Non-Employee Director Compensation Table

    | (4) Mr. Fu Bin Lu served on our Board of Directors until November 5, 2025. Mr. Cohen was appointed to our Board of Directors, effective June 3, 2025. Mr. Horowitz served on our Board of Directors until June 3, 2025. |

  13. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is currently composed of seven members. On April 27, 2026, at the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors nominated for re-election at the Annual Meeting each of our current directors other than Mr. Richardson and Ms. Stabler, who are not standing for re-election, and also nominated Lisa Gersh, Fadi Hanna, and Rob Solomon for election to the Board of Directors at the Annual Meeting. Ms. Gersh and Messrs. Hanna and Solomon were each initially identified as potential director nominees by our Nominating and Corporate Governance Committee with the assistance of a third party search firm. As a result of these changes, on April 27, 2026, the Board approved an increase to the size of our Board from seven to eight directors, effective immediately prior to the commencement of the Annual Meeting. Accordingly, the Board of Directors has nominated eight individuals for election to the Board of Directors at the Annual Meeting, and five of those eight nominees have previously been elected by our stockholders. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until their successor is duly elected and qualified or until their earlier resignation or removal. Each of the nominees listed below has consented to being named in this proxy statement and to serve if elected. No arrangement or undertaking exists between any nominee and any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee, and there are no family relationships among any of our directors or executive officers. It is the Company’s policy that directors and nominees for director are expected to attend the Annual Meeting. Three of our then-serving directors attended the 2025 annual meeting of stockholders.

  14. Compensation Philosophy, Objectives and Practices

    As our business and company continue to transform, and as the market for top executive talent continues to be highly competitive, our compensation programs continue to evolve and develop into those appropriate to our size and stage of business. We continue to carefully evaluate our compensation arrangements and develop programs that we feel are the most appropriate to drive results for our company and our stockholders. As we make changes to our business, we focus on ensuring that our pay program aligns our executives’ compensation with our stockholders’ interests and our company’s performance over the long term. We pay employees competitively. We also offer competitive benefits to promote the health and wellbeing of our employees; provide certain perks that make life and work more convenient; support the needs of our employees, including through a family planning benefit for employees who have been with us for 18 months of up to $300,000 over five years for family planning journeys including adoption, surrogacy, and fertility treatments; design compelling job opportunities aligned with our mission; and create an environment that rewards ambition and unleashes our employees’ potential. We believe in pay for performance, which is reflected in our compensation design. We believe in rewarding impact—every employee is eligible for an annual performance bonus, often representing a significant portion of total compensation, and all employees receive equity in the company, intended to align individual success with the long-term success of the business. The proportion of overall pay tied to performance is higher for employees at more senior levels in the organization, reflecting their opportunity to have more impact on company performance. We use equity awards that vest over time to align executive officer and stockholder interests and provide incentives for continued service. Our equity program incorporates a mix of time-based restricted stock units; performance-based awards tied to annual financial results; and longer-term performance stock units linked to market capitalization, stock price, and financial milestones. This multi-layered approach rewards both sustained service and measurable value creation, reinforcing our pay-for-performance philosophy at every level of the organization. We believe that retaining and developing the best talent with a mix of short- and long- term awards is a key factor in our business success and ability to continue creating value for our stockholders. Our executive compensation program adheres to the following practices:

  15. Compensation Philosophy, Objectives and Practices

    | What We Do | | What We Don’t Do | | | ✔ | Deliver a majority of compensation through performance-based short-term cash and equity incentives and long-term equity incentives | ✘ | No tax reimbursements or tax gross-ups on severance or change in control payments for excise taxes under Section 4999 of the Code | | ✔ | Determine incentive opportunities based on corporate and individual performance | ✘ | No special executive welfare or health benefits, or retirement plans not available to our employees generally | | ✔ | Assess risks of our compensation program | ✘ | No guaranteed salary increases or annual bonuses | | ✔ | Retain an independent compensation advisor | | |

  16. Role of Compensation Consultant

    Role of Compensation Consultant Our Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. Our Compensation Committee engaged Frederic W. Cook & Co. (“FW Cook”) to provide guidance regarding the amount and types of compensation that we pay our executive officers, how our compensation practices compare to the compensation practices of other companies, including with respect to a peer group of companies developed in consultation with FW Cook, and other compensation-related matters. FW Cook reports directly to our Compensation Committee, although FW Cook may meet with members of management for the purposes of gathering information on proposals that management may make to our Compensation Committee. FW Cook does not provide any services to us other than the services provided to our Compensation Committee.

  17. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data When making compensation decisions, our Compensation Committee believes that it is important to be informed as to the current practices of comparable companies with which we compete for top talent. To this end, our Compensation Committee worked with FW Cook to compile a list of our peer companies to be considered, among other factors, in connection with benchmarking compensation for our executive officers, and assessing compensation practices and pay levels. Our Compensation Committee believes that the peer and additional third-party survey data provided by FW Cook, along with other factors, serve as an important reference point when setting compensation for our named executive officers because competition for executive management is intense in the technology industry and the retention of our talented leadership team is critical to our success.

  18. Compensation Peer Group

    Compensation Peer Group The Compensation Committee periodically, and at least annually, reviews our peer group and evaluation criteria based on, among other things, evolving market dynamics. For fiscal year 2025, our Compensation Committee references a group of companies that would be appropriate peers to be considered, among other factors, when making compensation decisions, including consideration of the following criteria:

  19. Compensation Peer Group

    | • | Publicly-traded high-technology or media companies |

  20. Compensation Peer Group

    | • | Market capitalization of less than $2 billion |

  21. Compensation Peer Group

    | • | Annual revenue between $100 million and $2 billion |

  22. Compensation Peer Group

    | • | Direct market peers or other direct-to-consumer, software platforms in other industries |

  23. Compensation Peer Group

    | • | Reference to our historical peer group and broader market competitor groups |

  24. Compensation Peer Group

    Other companies of interest may be added to the peer group on an as-needed basis to fully inform our Compensation Committee prior to making final pay decisions. The following 17 companies were identified by our Compensation Committee in as appropriate comparators for our compensation peer group for the purpose of informing executive pay decisions for fiscal year 2025:

  25. Compensation Peer Group

    | Bumble (BMBL) | Match Group (MTCH) | ThredUp (TDUP) | | Coursera (COUR) | NerdWallet (NRDS) | Udemy (UDMY) | | Dave (DAVE) | Nextdoor Holdings (NXDR) | Vimeo (VMEO) | | Duolingo (DUOL) | Peloton (PTON) | Yelp (YELP) | | Eventbrite (EB) | Snap (SNAP) | Ziff Davis (ZD) | | | Sprout Social (SPT) | ZipRecruiter (ZIP) |

  26. Total Direct Compensation

    Total Direct Compensation Our executive compensation program focuses on total direct compensation, which consists of base salary, short-term incentive compensation, and long-term incentive awards. Our Compensation Committee takes a holistic approach to compensation and seeks to ensure that the aggregate level of pay, across all pay elements, is meeting our desired objectives for each executive officer. In evaluating our executive compensation policies and programs, we consider both the performance and skills of each of our executives, as well as the compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package to each of our executive officers that provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to achieve corporate objectives and maximize stockholder value. Our Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of base salary, short-term incentive compensation, and long-term incentive compensation, which it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, our Compensation Committee typically structures a significant portion of our executive officers’ compensation package to be comprised of long- and short-term equity awards to align the executive officers’ incentives with the interests of our stockholders and focus our executives on achieving key corporate goals that drive our business.

  27. Elements of Executive Compensation

    Elements of Executive Compensation Executive compensation generally consists of, and is intended to strike a balance among, the following three principal components: base salary, short-term incentive compensation, and long-term incentive compensation. We also provide our executive officers with severance and change-in-control related payments and benefits, as well as benefits available to all our employees, including retirement benefits under our 401(k) plan and participation in various employee health and welfare benefits and benefit plans. The following chart summarizes the principal elements of our executive compensation program, their objectives, and key features.

  28. Elements of Executive Compensation

    | Element/Form | Objectives | Key Features | | Annual Cash Bonus (cash; variable) | Focuses executives on the Company’s key annual financial and operating priorities; payouts align with performance outcomes and occur after year-end based on certified results. | Target bonus amounts are generally reviewed annually by the Compensation Committee and determined based on company and executive performance, in addition to market data provided by our independent compensation consultant for positions that have similar impact on the organization. Target metrics are generally determined by the Compensation Committee and communicated at the beginning of the year. Rigorous minimum performance thresholds must be met before any payout, ensuring alignment with overall company health. Annual bonuses for 2025 were funded based on two equally weighted financial performance measures (year-over-year revenue growth and adjusted EBITDA) selected by our Compensation Committee to incentivize balanced performance across key drivers of profitability for the Company, consistent with our annual operating plan and long-term strategy. Individual performance is also considered when determining final bonus payouts. | | Equity-Based Incentives • Key Performance Indicator (KPI) Restricted Stock Units (RSUs) • Time-Based Equity (RSUs) • Market Condition Performance-Vesting RSUs (PSUs) • Stock Price PSUs (equity; variable) | Attracts highly qualified executives and encourages their continued employment over the long-term; motivates and rewards for annual and sustained enterprise value creation; aligns executives’ interests with stockholder interests and changes in stockholder value. | Equity-based incentive opportunities are generally reviewed annually or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, the retention value of current equity holdings, historical value of our stock, market data provided by FW Cook. KPI RSUs for 2025 were subject to two equally weighted financial performance measures (year-over-year revenue growth and adjusted EBITDA) selected by our Compensation Committee for our annual cash bonus plan. Time-based RSUs are subject to multi-year vesting to promote retention. Market condition PSUs (including market capitalization, stock price, and Adjusted EBITDA metrics) and stock price PSUs are earned only upon achieving objective, external value-creation milestones and sustained stock price performance. |

  29. 2025 Annual Cash Bonus Plan

    2025 Annual Cash Bonus Plan In March 2025, the Compensation Committee established the Grindr 2025 Bonus Plan (the “Bonus Plan”), pursuant to which certain of our employees, including our named executive officers, were eligible to receive cash bonuses based on company performance for the 2025 fiscal year. Each named executive officer’s opportunity under the Bonus Plan for 2025 was based on a target percentage of his or her base salary and was set at the time of the individual’s commencement of their employment with the company. The 2025 target opportunities under the Bonus Plan for each of our named executive officers are set forth below:

  30. 2025 Annual Cash Bonus Plan

    | Executive | Target Bonus as % of Salary | Target Bonus ($) | | George Arison | 100% | $1,000,000 | | John North(1) | 100% | $43,750 | | Austin “AJ” Balance | 55% | $225,500 | | Zachary Katz | 50% | $220,000 | | Vandana Mehta-Krantz | 60% | $303,000 |

  31. 2025 Annual Cash Bonus Plan

    | (1) Mr. North commenced employment with the Company on October 1, 2025, and his opportunity under the Bonus Plan for 2025 was prorated based on his start date. |

  32. 2025 Annual Cash Bonus Plan

    Company performance metrics and corresponding weightings under the Bonus Plan are determined each year by the Compensation Committee. Following the end of the fiscal year, our Compensation Committee assesses actual Company performance against the metrics and determines the applicable Company performance multiplier, if any. The Compensation Committee also assesses our named executive officers’ individual contributions to corporate performance for the prior year. Each payout under the Bonus Plan is then calculated by multiplying a participant’s target bonus amount by the Company performance multiplier. Based on its assessment of the participant’s individual performance, the Compensation Committee may also determine, in its sole discretion, to pay a participant an additional bonus amount and may also reduce or eliminate any bonus that would otherwise have been payable based on performance if the participant is not in good standing on the date of payment. In 2025, the maximum pool available for payment of bonuses to all participants in the Bonus Plan, including executive and non-executive employees, was two times the aggregate target bonus amounts for all participants in the Bonus Plan. Company Performance. For 2025, our Compensation Committee determined to use two equally weighted financial performance metrics for the Bonus Plan: year-over-year revenue growth (“2025 YOY Revenue Growth”) and adjusted EBITDA (“2025 Adjusted EBITDA”), each as defined below. These metrics were selected to incentivize balanced performance across key drivers of profitability for the Company: growth, risk, cost discipline, and culture. No amounts could be earned under the Bonus Plan for 2025 unless each of the following three minimum requirements was satisfied: (1) Grindr achieved 2025 Adjusted EBITDA of at least $182 million, (2) Grindr achieved 2025 YOY Revenue Growth of at least 24%, and (3) unless otherwise provided in the participant’s employment agreement or offer letter with Grindr, the participant remained employed through the date of payment. For 2025, the Company performance multiplier was calculated as the lesser of (a) 1.5x, and (b) the sum of (1) the applicable 2025 YOY Revenue Growth Multiplier and (2) the applicable 2025 Adjusted EBITDA Multiplier (each as determined in accordance with the table below, based on actual performance), such sum then minus 1.0x if the 2025 YOY Revenue Growth Multiplier was greater than or equal to 1.0x, or divided by 2 if the 2025 YOY Revenue Growth Multiplier was less than 1.0x. The 2025 goals under the Bonus Plan, corresponding multipliers, and actual performance for each of these performance measures are set forth below:

  33. 2025 Annual Cash Bonus Plan

    | 2025 YOY Revenue Growth(1) | | | 2025 Adjusted EBITDA(2) | | | | Performance Level | Multiplier(3) | Actual Results | Performance Level | Multiplier(3) | Actual Results | | 24% | 0.5x | | $182 million | 1.0x | | | 25% | 0.75x | | $190 million | 1.5x | | | 26% | 1.0x | | $194 million | 1.8x | $195.6M ➜ 1.84x | | 27% | 1.1x | 27.6% ➜ 1.16x | $200 million | 2.0x | | | 28% | 1.2x | | More than $200 million | Increases at the same rate as between $194 million and $200 million of 2025 Adjusted EBITDA(4) | | | 29% | 1.3x | | | | | | 30% | 1.4x | | | | | | Greater than 30% | 0.1x added for each additional 1% of 2025 YOY Revenue Growth | | | | | | Company Performance Multiplier: 1.5x(5) | | | | | |

  34. 2025 Annual Cash Bonus Plan

    | (1) “2025 YOY Revenue Growth” is defined as year-over-year Revenue growth for calendar year 2025 as compared to calendar year 2024. “Revenue” means Grindr’s total consolidated revenues for the applicable period, as determined in accordance with U.S. generally accepted accounting principles and reported in Grindr’s audited financial statements. |

  35. 2025 Annual Cash Bonus Plan

    | (2) “2025 Adjusted EBITDA” is defined as Grindr’s Adjusted EBITDA for the 2025 calendar year, as reported in Grindr’s audited financial statements (net income (loss) excluding income tax provision; interest expense, net; depreciation and amortization; stock-based compensation expense; change in fair value of warrant liability; and employee transition costs, litigation-related costs, transaction-related costs, management fees and other items, in each case, that are unrelated to our core ongoing business operations); provided that, for purposes of the Bonus Plan, (i) in no event would annual bonuses paid to employees of Grindr during the 2025 calendar year cause the 2025 Adjusted EBITDA to fall below $182 million, and (ii) litigation- or settlement-related costs related to a certain litigation matter were to be added back into 2025 Adjusted EBITDA to the extent such costs were not otherwise added back in the calculation of Adjusted EBITDA for 2025 as set forth in our audited financial statements and not reimbursed or otherwise paid for by insurance as of December 31, 2025. No amounts were added back pursuant to clause (ii) in 2025. |

  36. 2025 Annual Cash Bonus Plan

    | (3) The amount of each multiplier could scale linearly between each of the percentage levels in the table above 24% for 2025 YOY Revenue Growth and above $182 million for 2025 Adjusted EBITDA as determined by the Compensation Committee. |

  37. 2025 Annual Cash Bonus Plan

    | (4) The 2025 Adjusted EBITDA Multiplier could exceed 2.0x only if the 2025 YOY Revenue Growth Multiplier was equal to or greater than 1.0x. |

  38. 2025 Annual Cash Bonus Plan

    | (5) The actual multipliers for 2025 YOY Revenue Growth (1.16x) and 2025 Adjusted EBITDA (1.84x) produced a combined Company performance multiplier of 2.0x, which was reduced to 1.5x pursuant to the cap described above. |

  39. 2025 Annual Cash Bonus Plan

    Individual Performance. Once the bonus pool has been funded based on Company performance, our Compensation Committee may adjust the final bonus performance multiplier for our executive officers positively to recognize exceptional contributions or negatively to acknowledge performance that fell below expectations. For 2025, our Compensation Committee evaluated each applicable named executive officer’s individual performance and determined to adjust the final bonus multiplier for each of Messrs. Arison, North, Balance, and Katz in recognition of their outstanding contributions to Grindr’s performance, including financial metrics and strategic objectives. In making its determination of the final bonus multipliers for each of Messrs. North, Balance, and Katz, the Compensation Committee considered recommendations made by Mr. Arison in his capacity as the Company’s Chief Executive Officer. Based on its consultation with FW Cook, the Compensation Committee applied a 3.0x upper limit to the final bonus performance multiplier for all executive officers; however, the Compensation Committee approved a final bonus performance multiplier of 3.5x for Mr. North, above that limit, in recognition of his significantly lower cash compensation relative to the other named executive officers. Bonus Payouts. Based on the foregoing Company and individual performance, the amounts ultimately earned by our named executive officers for 2025 under the Bonus Plan were as follows:

  40. 2025 Annual Cash Bonus Plan

    | Executive | Target Bonus ($) | Company Performance Multiplier(1) | Final Bonus Performance Multiplier(2) | Aggregate 2025 Bonus Plan Payout ($) | | George Arison | $1,000,000 | 1.5x | 2.9x | $2,900,000 | | John North | $43,750 | 1.5x | 3.5x | $153,125 | | Austin “AJ” Balance | $225,500 | 1.5x | 2.8x | $631,400 | | Zachary Katz | $220,000 | 1.5x | 2.5x | $550,000 | | Vandana Mehta-Krantz(3) | $303,000 | — | 1.0x | $303,000 |

  41. 2025 Annual Cash Bonus Plan

    | (1) As noted above, actual multipliers for 2025 YOY Revenue Growth (1.16x) and 2025 Adjusted EBITDA (1.84x) produced a combined Company performance multiplier of 2.0x, which was reduced to 1.5x pursuant to the cap described above, which multiplier was utilized to determine the aggregate amount of bonus payments available under the Bonus Plan. The Compensation Committee referenced the combined Company performance multiplier of 2.0x in determining the individual performance adjustments for executive officers. |

  42. 2025 Annual Cash Bonus Plan

    | (2) The final bonus performance multiplier shown in this column reflects the total bonus multiplier applicable to the individual, determined by combining the Company performance multiplier with any upward or downward individual performance adjustment by the Compensation Committee. |

  43. 2025 Annual Cash Bonus Plan

    | (3) Pursuant to Ms. Krantz’s transition agreement with Grindr, she remained eligible to receive a 2025 bonus under the Bonus Plan based on actual Company performance at an individual performance multiplier of 1.0x. |

  44. Equity-Based Incentive Compensation

    Equity-Based Incentive Compensation Our equity-based incentive program is designed to align executives with stockholders, reward durable value creation, and promote retention of critical talent. Equity awards foster an ownership mindset and link pay to short- and long-term outcomes through a mix of time-based and performance-based vehicles that vest over multiple years and require the achievement of objective, rigorous performance goals. We currently grant equity-based incentives pursuant to our 2022 Plan (as defined above). In 2025, Messrs. Arison, North, Balance, and Katz received a mix of (i) Key Performance Indicator RSUs (“KPI RSUs”), (ii) time-vesting RSUs, (iii) performance-vesting RSUs (“PSUs”) that can be earned based on the achievement of certain market condition or financial milestones (“Market Condition PSUs”), and (iv) PSUs that can be earned based on the performance of our stock price (“Stock Price PSUs”). Our approach to executive equity compensation generally follows a structured lifecycle. The Compensation Committee evaluates equity awards on an annualized basis over the expected service period of the executive, aligning the value of such awards with the applicable vesting schedule as part of its compensation framework. Each executive officer receives an initial equity grant upon joining the Company, sized to provide competitive long-term incentive value over approximately five years of service. Beginning at the end of the executive’s first full year with Grindr, the Compensation Committee introduces an annual KPI RSU award opportunity based on the Company’s financial performance for that year, which is earned following the Compensation Committee’s certification of results early in the subsequent year; accordingly, executive officers generally do not participate in the KPI RSU program during their first year of employment. Also at the end of the first full year, the Compensation Committee assesses whether the executive’s demonstrated performance merits a refresh equity grant. Refresh grants are generally intended to be structured to vest over four to five years, running concurrently with the remaining vesting schedule of the initial grant, maintaining a steady level of equity incentives throughout the executive’s tenure. The Compensation Committee reviews executive compensation annually for market competitiveness against peer group benchmarks and data provided by FW Cook, and considers refreshing executive equity grants as outstanding awards approach full vesting. The Compensation Committee will occasionally consider one-time adjustments to executive officer equity-based incentive compensation as needed to retain key executives who had demonstrated outstanding performance, and in recognition of outstanding performance or other factors. Mr. North’s compensation structure approved in connection with his commencement of employment departs from this general framework, as his package was weighted more heavily toward long-term equity incentives (see “— CFO Transition — John North” for more details). KPI RSU Awards. In 2025, each of Messrs. Arison, North, Balance, Katz, and Ms. Krantz received the opportunity to earn RSUs based on Grindr’s actual 2025 YOY Revenue Growth and 2025 Adjusted EBITDA performance, the same measures described above under “— 2025 Annual Cash Bonus Plan,” based on the target numbers set forth below:

  45. Equity-Based Incentive Compensation

    | Executive | Target KPI RSU Value ($) | Target KPI RSUs (#)(1) | | George Arison | $1,500,000 | 85,753 | | John North(2) | $125,000 | 8,412 | | Austin “AJ” Balance | $350,000 | 23,555 | | Zachary Katz | $250,000 | 16,825 | | Vandana Mehta-Krantz(3) | $550,000 | — |

  46. Equity-Based Incentive Compensation

    | (1) Number of KPI RSUs (at target) determined by dividing the targeted value by the average volume-weighted average trading price (the “average VWAP”) of a share of our common stock over the 90 trading days leading up to the applicable grant date (the “pre-grant VWAP”). |

  47. Equity-Based Incentive Compensation

    | (2) Mr. North’s KPI RSU award opportunity for 2025 was prorated based on his October 1, 2025 start date. |

  48. Equity-Based Incentive Compensation

    | (3) Ms. Krantz’s 2025 KPI RSU framework provided for a range of dollar values that would be converted into fully vested RSUs based on achievement of the performance parameters described below, but she did not receive a grant of target KPI RSUs. |

  49. Equity-Based Incentive Compensation

    No KPI RSUs could be earned for 2025 unless each of the following two minimum requirements was satisfied: (1) Grindr achieved 2025 Adjusted EBITDA of at least $182 million, and (2) Grindr achieved 2025 YOY Revenue Growth of at least 24%. The number of KPI RSUs initially earned (or, for Ms. Krantz, the earned KPI RSU value) would be determined based on the Company’s actual performance against the performance goals, as assessed by our Compensation Committee following the end of 2025, expressed as a Company performance multiplier. For the 2025 KPI RSUs, the Company performance multiplier was calculated as the sum of the applicable 2025 YOY Revenue Growth Multiplier and the applicable 2025 Adjusted EBITDA Multiplier, minus 1. The number of initial earned KPI RSUs (or, for Ms. Krantz, the earned KPI RSU value) that each applicable named executive officer could receive based on the Company performance multiplier is set forth in the table below:

  50. Equity-Based Incentive Compensation

    | | Initial Earned KPI RSUs as % of Target or Based on Earned KPI RSU Value(1) | | | | Executive | 1.0x Company Performance Multiplier | 1.5x Company Performance Multiplier | 2.0x Company Performance Multiplier | | George Arison | 100.0% of Target KPI RSUs ($1,500,000) | 150.0% of Target KPI RSUs ($2,250,000) | 200.0% of Target KPI RSUs ($3,000,000) | | John North | 100.0% of Target KPI RSUs ($125,000) | 120.0% of Target KPI RSUs ($150,000) | 140.0% of Target KPI RSUs ($175,000) | | Austin “AJ” Balance | 100.0% of Target KPI RSUs ($350,000) | 116.5% of the Target KPI RSUs ($407,750) | 132.9% of Target KPI RSUs ($465,000) | | Zachary Katz | 100.0% of Target KPI RSUs ($250,000) | 120.0% of the Target KPI RSUs ($300,000) | 140.0% of Target KPI RSUs ($350,000) | | Vandana Mehta-Krantz(2) | $550,000 | $640,000 | $730,000 |

  51. Equity-Based Incentive Compensation

    | (1) The number of initial earned KPI RSUs as a percentage of target (or, for Ms. Krantz, the earned KPI RSU value) would scale linearly between the percentages (or dollar amounts) set forth above for every one-tenth increase in the Company performance multiplier and could also scale linearly for incremental performance between each one-tenth step in the Compensation Committee’s discretion. |

  52. Equity-Based Incentive Compensation

    | (2) Ms. Krantz’s 2025 KPI RSU framework provided for a range of earned KPI RSU values that would be converted, to the extent the applicable Company performance multiplier was achieved, into fully vested RSUs by dividing the applicable earned KPI RSU value by the average VWAP over the 90 trading days preceding the grant date. |

  53. Equity-Based Incentive Compensation

    For Messrs. Arison, North, Balance, and Katz, the initial earned KPI RSUs were then subject to potential downward adjustment to the extent that the pre-grant VWAP was less than the average VWAP over the 90 trading days leading up to the date of the Compensation Committee’s certification of 2025 performance against the KPIs (the “pre-vest VWAP”). If the pre-grant VWAP was greater than the post-vest VWAP, the applicable named executive officer would receive an additional incremental number of vested RSUs at the time of the Compensation Committee’s certification of performance. The 2025 goals applicable to the KPI RSUs, the corresponding multipliers, and actual performance for each of the performance measures are set forth below:

  54. Equity-Based Incentive Compensation

    | (1) 2025 YOY Revenue Growth and 2025 Adjusted EBITDA have the same definitions as set forth above with respect to the Bonus Plan. |

  55. Equity-Based Incentive Compensation

    | (2) The number of initial earned KPI RSUs (or, for Ms. Krantz, the earned KPI RSU value) could scale linearly between each of the Company performance multipliers set forth above between 1.0x and 2.0x as determined by the Compensation Committee. |

  56. Equity-Based Incentive Compensation

    | Executive | Target KPI RSUs (#) | Actual Company Performance Multiplier | Initial Earned KPI RSUs as % of Target | Initial Earned KPI RSUs (#) | True- up/ Additional KPI RSUs(1) | Aggregate Earned KPI RSUs | | George Arison | 85,753 | 2.0x | 200.0% | 171,506 | 68,563 | 240,069 | | John North | 8,412 | 2.0x | 140.0% | 11,776 | 6,226(2) | 18,002 | | Austin “AJ” Balance | 23,555 | 2.0x | 132.9% | 31,304 | 5,916 | 37,220 | | Zachary Katz | 16,825 | 2.0x | 140.0% | 23,555 | 4,452 | 28,007 |

  57. Equity-Based Incentive Compensation

    | (1) For Messrs. Arison, Balance, and Katz, reflects the number of additional fully vested KPI RSUs granted to each named executive officer because the pre-grant VWAP was greater than the post-vest VWAP, as described above (the “True-up KPI RSUs”). |

  58. Equity-Based Incentive Compensation

    | (2) For Mr. North, reflects the sum of (a) 2,225 True-up KPI RSUs, and (b) 4,001 additional, discretionary fully vested KPI RSUs awarded by the Compensation Committee in its discretion at the time that it certified 2025 performance, in recognition of Mr. North’s outsized contributions to Grindr’s success during his relatively short tenure in service in 2025 and based on a 3.0x Company performance multiplier. |

  59. Equity-Based Incentive Compensation

    Pursuant to the terms of her transition agreement with Grindr, Ms. Krantz remained eligible to receive the fully vested KPI RSUs earned based on actual performance for 2025 prior to her resignation date. The 2.0x Company performance multiplier resulted in Ms. Krantz having an earned KPI RSU value of $730,000 and she ultimately received 58,417 fully vested RSUs in satisfaction of this award. Time-Based RSU Awards. Restricted stock unit (RSU) awards with time-based vesting align the interests of our named executive officers with the interests of our stockholders by promoting the stability and retention of an effective executive team over the longer term. In 2025, the Compensation Committee approved grants of RSUs (i) for Mr. North, as part of his new-hire compensation package when he was appointed as our Chief Financial Officer (see “— CFO Transition — John North” below for more details), and (ii) for Messrs. Arison, Balance, and Katz, following our periodic equity-based incentive compensation review. Prior to the 2025 refresh RSU award, Mr. Arison had not received any RSU awards since his new-hire RSU award in 2022 (subject to vesting based on continued service through 2027) and the amended arrangement with Mr. Arison was intended to, in part, extended his compensation arrangements until October 2030 (see “— Other Elements of Compensation — Employment Agreements and Offer Letters”). The RSUs awarded to our named executive officers are set forth in the table below.

  60. Equity-Based Incentive Compensation

    | Executive | Shares Underlying RSU Grant (#) | Aggregate Grant Date Fair Value ($) | | George Arison(1) | 2,250,000 | $28,912,500 | | John North(2) | 730,000 | $10,862,400 | | Austin “AJ” Balance(3) | 425,000 | $5,452,750 | | Zachary Katz(3) | 270,000 | $3,464,100 |

  61. Equity-Based Incentive Compensation

    | (1) Mr. Arison’s refresh RSU award was granted contingent upon stockholder approval at the Annual Meeting of an amendment to increase the share reserve under our 2022 Plan, as set forth in Proposal 3 to this proxy statement. These RSUs will have a vesting commencement date of October 19, 2027, the fifth anniversary of Mr. Arison’s employment start date, and will vest in six equal installments every six months thereafter, with the final such vesting date occurring on October 19, 2030, subject to Mr. Arison’s continued employment through each applicable vesting date. |

  62. Equity-Based Incentive Compensation

    | (2) The initial RSU award granted to Mr. North vests over a five-year period, with 110,000 shares vesting on the each of the first and second anniversaries of October 1, 2025, 150,000 shares vesting on the third anniversary of October 1, 2025, and 180,000 shares vesting on each of the fourth and fifth anniversaries of October 1, 2025. |

  63. Equity-Based Incentive Compensation

    | (3) The refresh RSU awards granted to Messrs. Balance and Katz vest over a five-year period, with 20% vesting on December 1, 2026 and November 11, 2026, respectively, and the remainder vesting in equal annual installments thereafter over the subsequent four anniversaries, subject to their respective continued employment through each applicable vesting date. |

  64. Equity-Based Incentive Compensation

    Market Condition PSU Awards. Each of Messrs. Arison, North, Balance, and Katz has received, either in 2025 or in a previous fiscal year, the opportunity to earn fully vested RSUs based on the achievement, during a specified performance period, of certain performance hurdles, or Market Condition PSUs. In November 2025, in consideration of the same factors noted above with respect to the grant of time-based RSU awards (namely, providing incentives for furthering Grindr’s longer-term strategic goals and rewarding outstanding performance), the Compensation Committee determined to amend the then-outstanding Market Condition PSUs held by Messrs. Arison, North, and Balance to provide for alternative performance-based vesting criteria, such that each Market Condition PSU would vest following the first to be satisfied of the applicable market capitalization threshold, a goal based on our average VWAP over a specified period, or a goal based on our trailing 12-month Adjusted EBITDA. These performance measures were selected to focus the executive team on driving sustained increases in Company value, stock price performance, and operating profitability. The revised structure of the Market Condition PSU awards added a deadline for achievement, described below, increasing the rigor of the performance objectives. In November 2025, the Compensation Committee also approved new Market Condition PSU opportunities for both Messrs. Balance (at the $7.5 billion market capitalization threshold) and Katz (at both the $5 billion and $7.5 billion market capitalization thresholds) subject to the same vesting parameters noted above. Each named executive officer must be employed by Grindr on the date of grant of any fully vested RSUs following satisfaction of the performance criteria applicable to the Market Condition PSUs. The Market Condition PSU awards held by each of our current named executive officers are summarized in the table below:

  65. Equity-Based Incentive Compensation

    | PSU Tranche | Performance Criteria | Deadline for Achievement | Individual PSU Opportunity | | First Tranche | First to occur of (i) Average Grindr Market Cap(1) exceeds $5 billion, (ii) average VWAP(2) equals/exceeds $26 over a period of 15 consecutive trading days, or (iii) TTM EBITDA(3) equals or exceeds $275 million | On or prior to December 31, 2027 | • Mr. Arison: $20 million(4) • Mr. North: $300,000 (if achieved on or after April 1, 2026, but before July 1, 2026) or $600,000 (if achieved on or after July 1, 2026 through December 31, 2027, inclusive)(4) • Mr. Balance: 200,000 RSUs • Mr. Katz: 60,000 RSUs | | Second Tranche | First to occur of (i) Average Grindr Market Cap exceeds $7.5 billion, (ii) average VWAP equals/exceeds $39 over a period of 15 consecutive trading days, or (iii) TTM EBITDA equals or exceeds $412 million | On or prior to March 31, 2029 | • Mr. Arison: $30 million(4) • Mr. North: $7.5 million (if achieved on or after July 1, 2027 through March 31, 2029, inclusive)(4) • Mr. Balance: $5 million(4) • Mr. Katz: 60,000 RSUs | | Third Tranche | First to occur of (i) Average Grindr Market Cap exceeds $10 billion, (ii) average VWAP equals/exceeds $52 over a period of 15 consecutive trading days, or (iii) TTM EBITDA equals or exceeds $550 million | On or after July 1, 2027 through December 31, 2030, inclusive | • Mr. North: $11 million(4) |

  66. Equity-Based Incentive Compensation

    | (2) For purposes of the Market Condition PSUs, “average VWAP” has the same meaning given to such term above under “—Short-Term Incentive Compensation: 2025 KPI RSU Awards.” |

  67. Equity-Based Incentive Compensation

    | (4) Dollar value to be converted into a number of fully vested RSUs based on the average VWAP for the 90 trading days preceding the date that the performance goal is achieved. |

  68. Equity-Based Incentive Compensation

    Stock Price PSU Awards. In November 2025, in the interest of continued employee retention, including executive retention; to reward excellent performance; and to reinforce executive and stockholder alignment, the Compensation Committee also determined to grant Messrs. Balance and Katz PSUs that can be earned based on the achievement of certain stock price hurdles (the “Stock Price PSUs”). The Stock Price PSUs are designed so that executives realize value only if our stockholders realize sustained increases in the market price of our common stock, which the Compensation Committee believes is an objective and transparent measure of long-term value creation. Messrs. Balance and Katz received 20,000 and 15,000 Stock Price PSUs, respectively, that will be earned based on performance as follows: (i) 50% of the Stock Price PSUs will be earned if the average VWAP (as defined above) for 20 consecutive trading days equals or exceeds 120% of the average VWAP for the 30 consecutive trading days preceding the grant date for the Stock Price PSUs (the “Baseline Price”), and (ii) 50% of the Stock Price PSUs will be earned if the average VWAP for 20 consecutive trading days equals or exceeds 150% of the Baseline Price. To the extent that one or both of these performance conditions is achieved, the related Stock Price PSUs will vest on the later of (a) the date that is nine months following the grant date of the Stock Price PSUs; and (b) the date as of which the condition was achieved, in each case, subject to the applicable named executive officer’s continued employment with is through each such date. Messrs. Arison and North did not receive grants of these Stock Price PSUs, choosing instead to preserve the available Stock Price PSU pool for allocation to other employees of the Company.

  69. Vandana Mehta-Krantz

    Vandana Mehta-Krantz On July 31, 2025, we announced Ms. Krantz’s departure as Grindr’s Chief Financial Officer, effective upon the appointment of her successor. When Mr. North commenced employment with Grindr, Ms. Krantz transitioned into a non-executive, senior advisor role until March 31, 2026. In connection with Ms. Krantz’s departure, Grindr entered into a transition agreement, dated July 28, 2025 (the “Krantz Transition Agreement”). Pursuant to the Krantz Transition Agreement, subject to her compliance with her obligations to the Company, she received (a) cash severance equal to 12 months of her base salary of $505,000, payable in the form of salary continuation over a twelve-month period, (b) a one-time cash payment of $303,000, equal to Ms. Krantz’s annual bonus for fiscal year 2025, (c) a one-time cash payment of $74,712, equal to Ms. Krantz’s pro-rated annual bonus for fiscal year 2026, based on the target amount for such year, pro-rated based on the number of days Ms. Krantz was employed in such year, and payable in a lump sum on the date the first cash severance payment is paid pursuant to subsection (a), and (d) $35,560, representing payment of up to 12 months of COBRA premiums. Ms. Krantz also received her annual bonus for fiscal year 2025 based on the Company’s actual performance in the amount of $303,000. In addition, the Transition Agreement provided that, subject to her continued employment through March 31, 2026, she would receive continued vesting of any outstanding equity awards through such date, would receive accelerated vesting of 82,667 outstanding and unvested RSUs (representing 50% of the equity awards previously granted to Ms. Krantz, that would have otherwise vested on September 26, 2026 and December 1, 2026), and would remain eligible to receive fully vested KPI RSUs for 2025 based on actual performance (as described above under “Equity-Based Incentive Compensation—KPI RSU Awards”).

  70. John North

    John North Effective October 1, 2025, we entered into an offer letter with Mr. North with respect to Mr. North’s service as our Chief Financial Officer, which was subsequently amended effective December 1, 2025. The offer letter provides for an initial annual base salary of $175,000, an annual target bonus of 100% of base salary, prorated for 2025, and a relocation payment of $150,000. Mr. North would have been required to return his $150,000 relocation payment if he voluntarily resigned without Good Reason or was terminated for Cause (as those terms are defined in his offer letter) before March 2026, which was six months after his start date. Mr. North’s compensation package was structured to emphasize long-term equity incentives over near-term cash compensation, reflecting his conviction in the Company’s growth trajectory and his commitment to alignment with long-term stockholder value creation. The offer letter also provides for severance benefits in the event of certain qualifying terminations of Mr. North’s employment, as described in more detail below in the section titled “— Potential Payments upon Termination or Change of Control.” In connection with Mr. North’s onboarding, the Compensation Committee also approved (i) a new-hire award of time-based RSUs with respect to 730,000 shares of Grindr common stock, vesting over a five-year period (with 110,000 RSUs vesting on each of the first and second anniversaries of his start date, 150,000 RSUs vesting on the third anniversary of his start date, and 180,000 RSUs vesting on each of the fourth and fifth anniversaries of his start date, in each case, based on his continued employment with us as of each applicable vesting date), (ii) Mr. North’s 2025 KPI RSU arrangement (as described above under “Equity-Based Incentive Compensation — KPI RSU Awards”), and (iii) Mr. North’s Market Condition PSU awards (subsequently modified by the Compensation Committee to provide for alternative vesting criteria, as described above under “Equity-Based Incentive Compensation — Market Condition PSU Awards”).

  71. Employment Agreements and Offer Letters

    Employment Agreements and Offer Letters We have entered into employment agreements or offer letters with each of our named executive officers upon their commencement of employment with Grindr. Each of these agreements establishes the named executive officer’s starting base salary, initial target annual bonus opportunity, and initial equity grant. In November 2025, the Compensation Committee approved the entry into an amended and restated employment agreement with Mr. Arison, which extended his compensation arrangements until October 2030, and amended offer letters with Messrs. North, Balance, and Katz, each effective as of December 1, 2025. These agreements, as amended or amended and restated, as applicable, are summarized below under “—Agreements with Named Executive Officers.”

  72. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We provide each of our current named executive officers with certain severance and change in control protections in their employment agreements and/or offer letters, in each case, as amended in 2025. A more detailed description of these arrangements is provided in the section titled “—Potential Payments upon Termination or Change of Control.” Our Compensation Committee believes severance benefits are important from a retention perspective to provide some level of protection to our executives who might be terminated, including in connection with a change in control, and that the amounts are reasonable and maintain the competitiveness of our executive compensation and retention program. Further, our Compensation Committee believes this structure serves to mitigate the distraction and loss of key executive officers that may occur in connection with a potential or actual change in control. Such payments protect the interests of our stockholders by enhancing executive focus during potential change in control activity, retaining executives despite the uncertainty that generally exists while a transaction is under consideration and encouraging the executives responsible for negotiating potential transactions to do so with independence and objectivity. However, we do not have any agreements with our named executive officers guaranteeing any tax gross-up payments on severance or change in control benefits for excise taxes under Section 4999 of the Code.

  73. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025, 2024 and 2023:

  74. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | George Arison Chief Executive Officer | 2025 | $1,000,000 | $1,401,000 | $52,247,082 | $1,500,000 | $20,000 | $56,168,082 | | | 2024 | $1,000,000 | $1,351,000 | $2,667,047 | $1,500,000 | $21,397 | $6,539,444 | | | 2023 | $1,000,000 | $846,000 | $2,350,073 | $1,300,000 | $22,500 | $5,518,573 | | John North (5) Chief Financial Officer | 2025 | $43,750 | $88,500 | $15,988,803 | $65,625 | $2,188 | $16,188,865 | | Austin “AJ” Balance Chief Product Officer | 2025 | $410,000 | $294,150 | $6,873,753 | $338,250 | $21,000 | $7,937,153 | | | 2024 | $410,000 | $260,325 | $5,254,676 | $338,250 | $21,397(8) | $6,284,649 | | | 2023 | $377,917 | $300,000 | $4,440,873 | $270,210 | $— | $5,389,000 | | Zachary Katz Chief Legal Officer & Head of Global Affairs | 2025 | $440,000 | $221,000 | $5,078,186 | $330,000 | $14,300 | $6,083,486 | | | 2024 | $440,000 | $276,000 | $3,722,276 | $330,000 | $21,397(8) | $4,789,674 | | Vandana Mehta-Krantz(6) Former Chief Financial Officer | 2025 | $378,750 | — | $2,830,457 | — | $1,186,412(7) | $4,395,619 | | | 2024 | $505,000 | $248,216 | $648,976 | $454,500 | $21,416 | $1,878,108 | | | 2023 | $505,000 | $625,000 | $4,440,379 | $393,300 | $17,388 | $5,981,067 |

  75. Summary Compensation Table

    | (1) The amounts reported in this column for 2025 represent (a) incremental discretionary cash bonuses awarded by the Compensation Committee in March 2026 based on the individual performance of the applicable named executive officers during fiscal year 2025 and (b) a Company-wide cash bonus payment of $1,000 received by each of Messrs. Arison, North, Balance, and Katz. For further information, please refer to the section titled “Compensation Discussion and Analysis – 2025 Executive Compensation Program – 2025 Annual Cash Bonus Plan.” |

  76. Summary Compensation Table

    | (2) The amounts reported in this column for 2025 do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect (a) the grant date fair value of each RSU award granted (or deemed granted) in 2025 (including certain market condition performance vesting equity awards and stock price performance vesting awards); and (b) the incremental fair value resulting from modification of certain previously granted equity awards which were subsequently modified in 2025, each computed in accordance with the provisions of FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards and incremental increases in fair value resulting from these modifications as reported in this column are set forth in the notes to our audited consolidated financial statements included in Note 13 to the financial statements included in the 2025 Form 10-K. |

  77. Summary Compensation Table

    | (3) The amounts reported in this column for 2025 consist of standard bonus amounts earned based on the achievement of Company performance goals under the Bonus Plan framework approved by the Compensation Committee in March 2025. For further information, please refer to the sections titled “Compensation Discussion and Analysis – 2025 Executive Compensation Program – 2025 Annual Cash Bonus Plan.” |

  78. Summary Compensation Table

    | (4) The amounts reported in this column for 2025 for Messrs. Arison, North, Balance and Katz consist of Company 2025 401(k) matching contributions, including contributions of $20,000 for Mr. Arison, $2,188 for Mr. North, $21,000 for Mr. Balance, $14,300 for Mr. Katz. |

  79. Summary Compensation Table

    | (5) Mr. North commenced employment as our Chief Financial Officer on October 1, 2025 and the prorated amounts shown in this table reflect partial year service. Mr. North was paid a $150,000 sign-on bonus in connection with the commencement of his employment in 2025. Pursuant to the terms of his employment agreement with us Mr. North would have been required to return such amount if he voluntarily resigned without Good Reason or was terminated for Cause (as those terms are defined in his offer letter) before March 2026, which was six months after his start date. The total amount of Mr. North’s bonus payment was, therefore, earned in 2026 six months following his start date, once he could no longer be required to return any amount of his sign-on bonus to us. |

  80. Summary Compensation Table

    | (6) Ms. Krantz ceased serving as our Chief Financial Officer on October 1, 2025. She was employed as a senior advisor to the Company until March 31, 2026. |

  81. Summary Compensation Table

    | (7) The amount reported consists of $15,640 in Company 401(k) matching contributions; and $1,170,772 in payments in connection with Ms. Krantz’s transition out of the role of the Company’s Chief Financial Officer, which consists of (i) $252,500 paid in connection with her service as a senior advisor to the company from October 1, 2025 until March 31, 2026, (ii) $505,000, which is equivalent to 12 months of Ms. Krantz’s base salary, (iii) $303,000, which is equivalent to Ms. Krantz’s annual bonus for fiscal year 2025, (iv) $74,712, which is equivalent to Ms. Krantz’s pro-rated annual bonus for fiscal year 2026, and (v) $35,560, representing payment of up to 12 months of COBRA premiums, each as described above in the section titled “Compensation Discussion & Analysis - CFO Transition.” |

  82. Summary Compensation Table

    | (8) For 2024, the amount reported includes a Safe Harbor true-up payment for 2024 that occurred in 2025 in the amount of $18,650 for Mr. Balance and $6,635 for Mr. Katz, which were not reported in the Summary Compensation Table in our proxy statement for the 2025 annual meeting of stockholders. |

  83. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table shows for the fiscal year ended December 31, 2025, certain information regarding grants of plan-based awards to the named executive officers:

  84. Grants of Plan-Based Awards in 2025

    | Name | Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)/($) | Target (#)/($) | Maximum (#)/($) | | | | George Arison | 2025 Cash Bonus Opportunity | — | 500,000 | 1,000,000 | 1,500,000 | — | — | — | — | — | | | Modification of Market Condition PSUs(4) | 3/18/2025 | — | — | — | — | — | — | — | 4,039,371 | | | Modification of Market Condition PSUs(5) | 11/30/2025 | — | — | — | — | — | — | — | 16,363,969(6) | | | Modification of Market Condition PSUs(7) | 11/30/2025 | — | — | — | — | — | — | — | —(8) | | | Refresh RSUs | 11/30/2025 | — | — | — | — | — | — | 2,250,000 | 28,912,500 | | | 2025 KPI RSUs | 4/21/2025 | — | — | — | 85,753 | 128,629(17) | 171,506 | — | 2,094,088 | | | 2025 True-up KPI RSUs | 3/12/2026 | — | — | — | — | — | — | 68,563 | 837,154 | | John North | 2025 Cash Bonus Opportunity(9) | — | 21,875 | 43,750 | 65,625 | — | — | — | — | — | | | Market Condition PSUs(10) | 10/1/2025 | — | — | — | — | $300,000 | $600,000 | — | 272,595 | | | Market Condition PSUs(10) | 10/1/2025 | — | — | — | — | $7,500,000 | — | — | 2,110,170 | | | Market Condition PSUs(10) | 10/1/2025 | — | — | — | — | $11,000,000 | — | — | 2,196,416 | | | New Hire RSUs | 10/1/2025 | — | — | — | — | — | — | 730,000 | 10,862,400 | | | Modification of Market Condition PSUs(11) | 11/30/2025 | — | — | — | — | — | — | — | 327,405(6) | | | Modification of Market Condition PSUs(12) | 11/30/2025 | — | — | — | — | — | — | — | —(8) | | | Modification of Market Condition PSUs(13) | 11/30/2025 | — | — | — | — | — | — | — | —(8) | | | 2025 KPI RSUs | 11/30/2025 | — | — | — | 8,412 | 10,094(17) | 11,776 | — | 143,789 | | | 2025 True-up KPI RSUs | 3/12/2026 | — | — | — | — | — | — | 2,225 | 27,171 | | | 2025 Additional KPI RSUs | 3/12/2026 | — | — | — | — | — | — | 4,001 | 48,856 | | Austin “AJ” Balance | 2025 Cash Bonus Opportunity | — | 112,750 | 225,500 | 338,250 | — | — | — | — | — | | | Market Condition PSUs(10) | 11/30/2025 | — | — | — | — | $5,000,000 | — | — | 709,935 | | | Modification of Market Condition PSUs(14) | 11/30/2025 | — | — | — | — | — | — | — | —(8) | | | Refresh RSUs | 11/30/2025 | — | — | — | — | — | — | 425,000 | 5,452,750 | | | Stock Price PSUs | 11/30/2025 | — | — | — | — | 20,000 | — | — | 256,600 | | | 2025 KPI RSUs | 11/30/2025 | — | — | — | 23,555 | 17,441(17) | 31,304 | — | 382,228 | | | 2025 True-up KPI RSUs | 3/12/2026 | — | — | — | — | — | — | 5,916 | 72,240 |

  85. Grants of Plan-Based Awards in 2025

    | Name | Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)/($) | Target (#)/($) | Maximum (#)/($) | | | | Zachary Katz | 2025 Cash Bonus Opportunity | — | 110,000 | 220,000 | 330,000 | — | — | — | | | | | Market Condition PSUs | 11/30/2025 | — | — | — | — | 60,000 | — | — | 771,000 | | | Market Condition PSUs | 11/30/2025 | — | — | — | — | 60,000 | — | — | 308,671 | | | Refresh RSUs | 11/30/2025 | — | — | — | — | — | — | 270,000 | 3,464,100 | | | Stock Price PSUs | 11/30/2025 | — | — | — | — | 15,000 | — | — | 192,450 | | | 2025 KPI RSUs | 11/30/2025 | — | — | — | 16,825 | 20,190(17) | 23,555 | — | 287,606 | | | 2025 True-up KPI RSUs | 3/12/2026 | — | — | — | — | — | — | 4,452 | 54,359 | | Vandana Mehta-Krantz | 2025 Cash Bonus Opportunity | — | 151,500 | 303,000 | 454,500 | — | — | — | — | — | | | Modification of RSUs(15) | 7/28/2025 | — | — | — | — | — | — | — | 867,510 | | | Modification of RSUs(15) | 7/28/2025 | — | — | — | — | — | — | — | 608,096 | | | Modification of RSUs(15) | 9/30/2025 | — | — | — | — | — | — | — | 641,580 | | | 2025 KPI RSUs(16) | | | | 3/12/2026 | $550,000 | $640,000 | $730,000 | 58,417 | 713,272 |

  86. Grants of Plan-Based Awards in 2025

    | (1) The amounts disclosed represent the threshold, target, and maximum non-equity incentive cash bonus amounts that were payable based on the Company performance multiplier pursuant to our 2025 performance-based cash bonus program, as further described in the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — 2025 Annual Cash Bonus Plan.” |

  87. Grants of Plan-Based Awards in 2025

    | (2) Except as otherwise noted, the amounts reported in these columns reflect equity-based incentives for our named executive officers pursuant to our 2022 Plan. For further information, please refer to the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation.” |

  88. Grants of Plan-Based Awards in 2025

    | (3) Except as otherwise noted, the amounts reported in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect (a) the grant date fair value of each RSU award granted (or deemed granted) during the fiscal year ended December 31, 2025 and (b) for certain previously granted equity awards which were subsequently modified in 2025, as disclosed under the column “Grant Date”, the difference between the fair value as of the modification date and the fair value immediately prior to the modification, each computed in accordance with the provisions of FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards reported in this column are set forth in the notes to our audited consolidated financial statements included in Note 13 to the financial statements included in the 2025 Form 10-K. |

  89. Grants of Plan-Based Awards in 2025

    | (4) The amount disclosed represents the incremental fair value, as of the modification date, associated with the modification of a market condition PSU award arrangement approved by the Compensation Committee in November 2022 to provide for (a) a reduction in the required market capitalization threshold that needed to be achieved to earn certain fully vested RSUs from $10 billion to $7.5 billion and (b) the addition of a deadline of October 19, 2027 for achievement of such threshold. For further information regarding these awards, please refer to the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation — Market Condition PSU Awards.” |

  90. Grants of Plan-Based Awards in 2025

    | (5) The amount disclosed represents the incremental fair value, as of the modification date, associated with the modification of a market condition PSU award arrangement approved by the Compensation Committee in November 2022 to provide for (a) the addition of alternative performance conditions based on share price and adjusted EBITDA, and (b) the extension of the deadline for achievement of such threshold to December 31, 2027. For further information regarding these awards, please refer to the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation — Market Condition PSU Awards.” |

  91. Grants of Plan-Based Awards in 2025

    | (6) As of the modification date, the Company determined that the performance condition is probable. As such, the fair value as of the modification date assumes that the performance condition for vesting has been satisfied. |

  92. Grants of Plan-Based Awards in 2025

    | (7) The amount disclosed represents the incremental fair value, as of the modification date, associated with the modification of a market condition PSU award arrangement approved by the Compensation Committee in November 2022 (and subsequently modified in March 2025) to provide for (a) the addition of alternative performance conditions based on share price and adjusted EBITDA, and (b) the extension of the deadline for achievement of such threshold to March 31, 2029. For further information regarding these awards, please refer to the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation—Market Condition PSU Awards.” |

  93. Grants of Plan-Based Awards in 2025

    | (8) The amount reported in this column reflects that there was a decrease in the fair value of this award from the original grant date to the modification date. |

  94. Grants of Plan-Based Awards in 2025

    | (9) Mr. North’s 2025 opportunity under our Bonus Plan was prorated based on his start date. |

  95. Grants of Plan-Based Awards in 2025

    | (10) The dollar values shown under “Estimated Future Payouts under Equity Incentive Plan Awards” will be converted into a number of fully vested RSUs based on the average VWAP for the 90 trading days preceding the date that the performance goal is achieved. |

  96. Grants of Plan-Based Awards in 2025

    | (11) The amount disclosed represents the incremental fair value, as of the modification date, associated with the modification of a market condition PSU award arrangement approved by the Compensation Committee in October 2025 to provide for (a) the addition of alternative performance conditions based on share price and adjusted EBITDA, and (b) the addition of a deadline of December 31, 2027 for achievement of the required performance condition. For further information regarding these awards, please refer to the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation — Market Condition PSU Awards.” |

  97. Grants of Plan-Based Awards in 2025

    | (12) The amount disclosed represents the incremental fair value, as of the modification date, associated with the modification of a market condition PSU award arrangement approved by the Compensation Committee in October 2025 to provide for (a) the addition of alternative performance conditions based on share price and adjusted EBITDA, and (b) the addition of a deadline of March 31, 2029 for achievement of the required performance condition. For further information regarding these awards, please refer to the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation — Market Condition PSU Awards.” |

  98. Grants of Plan-Based Awards in 2025

    | (13) The amount disclosed represents the incremental fair value, as of the modification date, associated with the modification of a market condition PSU award arrangement approved by the Compensation Committee in October 2025 to provide for (a) the addition of alternative performance conditions based on share price and adjusted EBITDA, and (b) the addition of a deadline of December 31, 2030 for achievement of the required performance condition. For further information regarding these awards, please refer to the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation — Market Condition PSU Awards.” |

  99. Grants of Plan-Based Awards in 2025

    | (14) The amount disclosed represents the incremental fair value, as of the modification date, associated with the modification of a market condition PSU award arrangement approved by the Compensation Committee in October 2024 to provide for (a) the addition of alternative performance conditions based on share price and adjusted EBITDA, and (b) the addition of a deadline of December 31, 2027 for achievement of the required performance condition. For further information regarding these awards, please refer to the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation — Market Condition PSU Awards.” |

  100. Grants of Plan-Based Awards in 2025

    | (15) The amounts disclosed represent the incremental fair value, as of the applicable modification date, associated with the modification of certain time-vesting RSUs to provide for accelerated vesting in connection with Ms. Krantz’s termination of employment. |

  101. Grants of Plan-Based Awards in 2025

    | (16) The amounts disclosed represent (a) the range (threshold, at a 1.0x Company performance multiplier; target, at a 1.5x Company performance multiplier; and maximum, at a 2.0x Company performance multiplier) of potential earned 2025 KPI RSU values that Ms. Krantz was eligible to receive, to be converted into fully vested RSUs by dividing the applicable earned KPI RSU value by the average VWAP over the 90 trading days preceding December 31, 2025, (b) the actual fully KPI RSUs that Ms. Krantz received in March 2026 with respect to 2025 performance, and (c) the grant date fair value of such fully vested KPI RSUs. |

  102. Grants of Plan-Based Awards in 2025

    | (17) The amount disclosed represents the number of initial earned KPI RSUs or earned KPI RSU value based on achievement of a 1.5x Company Performance Multiplier as further described in the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation — KPI RSU Awards.” |

  103. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025:

  104. Outstanding Equity Awards as of December 31, 2025

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | | George Arison | 10/14/2022 | — | — | — | — | 1,500,000(3) | 20,310,000 | — | — | | | 4/21/2025 | — | — | — | — | 240,069(4) | 3,250,534 | — | — | | | 11/30/2025 | — | — | — | — | — | — | 1,477,105(5) | 20,000,000 | | | 11/30/2025 | — | — | — | — | — | — | 2,215,657(5) | 30,000,000 | | | 11/30/2025 | — | — | — | — | 2,250,000(6) | 30,465,000 | — | — | | John North | 10/1/2025 | — | — | — | — | 730,000(7) | 9,884,200 | — | — | | | 11/30/2025 | — | — | — | — | — | — | 44,313(5) | 600,000 | | | 11/30/2025 | — | — | — | — | — | — | 553,914(5) | 7,500,000 | | | 11/30/2025 | — | — | — | — | — | — | 812,408(5) | 11,000,000 | | | 11/30/2025 | — | — | — | — | 18,002(4) | 243,747 | — | — | | Austin “AJ” Balance | 12/7/2021 | 39,457(8) | — | $4.20 | 12/3/2028 | — | — | — | — | | | 11/29/2023 | — | — | — | — | 225,056(9) | 3,047,258 | — | — | | | 10/9/2024 | | | | | 200,000(12) | 2,708,000 | | | | | 11/30/2025 | — | — | — | — | 37,220(4) | 503,959 | — | — | | | 11/30/2025 | — | — | — | — | — | — | 369,276(5) | 5,000,000 | | | 11/30/2025 | — | — | — | — | — | — | 200,000(5) | 2,708,000 | | | 11/30/2025 | — | — | — | — | 425,000(10) | 5,754,500 | — | — | | | 11/30/2025 | — | — | — | — | — | — | 20,000(14) | 270,800 |

  105. Outstanding Equity Awards as of December 31, 2025

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | | Zachary Katz | 9/12/2023 | — | — | — | — | 186,000(11) | 2,518,440 | — | — | | | 11/11/2024 | — | — | — | — | 224,000(11) | 3,032,960 | — | — | | | 11/11/2025 | — | — | — | — | 270,000(12) | 3,655,880 | — | — | | | 11/30/2025 | — | — | — | — | — | — | 60,000(5) | 812,400 | | | 11/30/2025 | — | — | — | — | — | — | 60,000(5) | 812,400 | | | 11/30/2025 | — | — | — | — | 28,007(4) | 379,215 | — | — | | | 11/30/2025 | — | — | — | — | — | — | 15,000(14) | 203,100 | | Vandana Mehta-Krantz | 9/26/2022 | — | — | — | — | 194,400(5) | 2,632,176 | — | — | | | 12/1/2023 | — | — | — | — | 136,266(5) | 1,845,042 | — | — | | | 4/21/2025 | — | — | — | — | — | — | 58,417(4) | 790,966 |

  106. Outstanding Equity Awards as of December 31, 2025

    | (1) Reflects the grant date determined in accordance with FASB ASC Topic 718. |

  107. Outstanding Equity Awards as of December 31, 2025

    | (2) The dollar amount equals the number of shares subject to the applicable award times $13.54, the closing price of a share of common stock at the end of the last completed fiscal year. |

  108. Outstanding Equity Awards as of December 31, 2025

    | (3) Represents remaining unvested time-based RSUs that vest over a four-year period that vest in equal semi-annual installments on April 14 and October 14 of each year, provided that Mr. Arison remains in continuous service with us through each vesting date. |

  109. Outstanding Equity Awards as of December 31, 2025

    | (4) Represent fully-vested Final Earned KPI RSUs, as described in further detail in the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation — KPI RSU Awards.” |

  110. Outstanding Equity Awards as of December 31, 2025

    | (5) Represents a market capitalization award arrangement with the named executive officer. For further information on this arrangement, please refer to the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation — Market Condition PSU Awards.” |

  111. Outstanding Equity Awards as of December 31, 2025

    | (6) Represents Mr. Arison’s refresh RSU award, which was granted contingent upon stockholder approval at the Annual Meeting of an amendment to increase the share reserve under our 2022 Plan, as set forth in Proposal 3 to this proxy statement. These RSUs will have a vesting commencement date of October 19, 2027, the fifth anniversary of Mr. Arison’s employment start date, and will vest in six equal installments every six months thereafter, with the final such vesting date occurring on October 19, 2030, subject to Mr. Arison’s continued employment through each applicable vesting date. For further information on this award, please refer to the section titled “Compensation Discussion and Analysis — 2025 Executive Compensation Program — Equity-Based Incentive Compensation — Time-Based RSU Awards.” |

  112. Outstanding Equity Awards as of December 31, 2025

    | (7) Represents remaining unvested time-based RSUs that vest over a five-year period, with 110,000 RSUs to be vested on October 1, 2026 and October 1, 2027; 150,000 RSUs to be vested on October 1, 2028; and, 180,000 RSUs to be vested on October 1, 2029 and October 1, 2030, provided that Mr. North remains in continuous service with us through each vesting date. |

  113. Outstanding Equity Awards as of December 31, 2025

    | (8) The shares subject to the option are fully vested. |

  114. Outstanding Equity Awards as of December 31, 2025

    | (9) Represents the remaining unvested RSUs that vest over approximately a five-year period, with 10% vesting on December 1, 2024, and the remaining amount vesting in substantially equal annual installments over the next four years, provided that the named executive officer remains in continuous service with us through each vesting date. |

  115. Outstanding Equity Awards as of December 31, 2025

    | (10) Represents the remaining unvested RSUs that vest over approximately a five-year period, with 20% vesting on December 1, 2026, and the remaining amount vesting in substantially equal annual installments over the next four years, provided that the named executive officer remains in continuous service with us through each vesting date. |

  116. Outstanding Equity Awards as of December 31, 2025

    | (11) Represents the remaining unvested RSUs that vest over approximately a five-year period, with 20% vesting on September 12, 2024, and the remaining amount vesting in substantially equal annual installments over the next four years, provided that the named executive officer remains in continuous service with us through each vesting date. |

  117. Outstanding Equity Awards as of December 31, 2025

    | (12) Represents the remaining unvested RSUs that vest over approximately a five-year period, with 20% vesting on November 11, 2025, and the remaining amount vesting in substantially equal annual installments over the next four years, provided that the named executive officer remains in continuous service with us through each vesting date. |

  118. Outstanding Equity Awards as of December 31, 2025

    | (13) Represents the remaining unvested RSUs that vest over approximately a five-year period, with 20% vesting on November 11, 2026, and the remaining amount vesting in substantially equal annual installments over the next four years, provided that the named executive officer remains in continuous service with us through each vesting date. |

  119. Outstanding Equity Awards as of December 31, 2025

    | (14) Represents the stock price PSU awards, as described in further detail in the section titled “Compensation Discussion and Analysis – 2025 Executive Compensation Program – Equity-Based Incentive Compensation – Stock Price PSU Awards.” |

  120. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table shows for the fiscal year ended December 31, 2025, certain information regarding stock vested and exercised during the last fiscal year with respect to the Named Executive Officers.

  121. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c)(1) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e)(2) | | George Arison | — | — | 926,159 | 14,254,547 | | John North | — | — | — | — | | Austin “AJ” Balance | 65,663 | 1,002,034 | 243,611 | 4,444,199 | | Zachary Katz | — | — | 215,667 | 3,834,261 | | Vandana Mehta-Krantz | — | — | 398,109 | 7,036,470 |

  122. Option Exercises and Stock Vested in 2025

    | (1) The value realized on vesting is based on the number of shares of our common stock acquired upon exercise of stock option awards multiplied by the closing market price of our common stock on the exercise date minus the exercise price, and does not represent the actual amounts received by our named executive officers as a result of the exercise. |

  123. Option Exercises and Stock Vested in 2025

    | (2) The value realized on vesting is based on the number of shares of our common stock underlying the restricted stock units that vested multiplied by the closing market price of our common stock on the vesting date, and does not represent the actual amounts received by our named executive officers as a result of the restricted stock unit awards vesting. |

  124. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

  125. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control

  126. Potential Payments Table

    Potential Payments Table The following table presents information concerning estimated payments and benefits that would be provided in the circumstances described above for each of our named executive officers serving as of the end of the fiscal year ended December 31, 2025, other than Ms. Krantz, who is not included in the table. Ms. Krantz became entitled to the benefits under the Transition Agreement, described above under “Compensation Discussion and Analysis—CFO Transition—Vandana Mehta-Krantz,” in connection with her termination of employment. The amounts shown in the table below assume that such termination of employment and/or change in control was effective as of December 31, 2025, and thus are estimates of the amounts that would be paid out to our named executive officers in such circumstances.

  127. Potential Payments Table

    | Name | Type of Payment | Disability | Death | Voluntary Termination / Retirement | Termination without Cause or for Good Reason (absent a Change in Control)(1) | Termination without Cause or for Good Reason in Connection with Change in Control(2) | Termination in Connection with a Qualifying CIC(3) | Change in Control (No Termination) | | George Arison | Salary | — | — | — | $2,000,000 | $2,000,000 | $2,000,000 | — | | | Bonus | — | — | — | $2,000,000 | $2,000,000 | $2,000,000 | — | | | Health Care Benefits | — | — | — | — | — | — | — | | | Stock Options | — | — | — | — | — | — | — | | | Restricted Stock/RSUs | — | — | — | $30,465,000 | $30,465,000 | $30,465,000 | — | | | KPI | — | — | — | $3,000,000 | $3,000,000 | $3,000,000 | — | | | Market Condition Award (PSU) | — | — | — | —(5) | —(5) | —(5) | —(5) | | John North | Salary | — | — | — | $175,000 | $175,000 | $175,000 | — | | | Bonus | $43,750 | $43,750 | — | $43,750 | $65,625 | $65,625 | — | | | Health Care Benefits | — | — | — | $22,000 | $22,000 | $22,000 | — | | | Stock Options | — | — | — | — | — | — | — | | | Restricted Stock/RSUs | — | — | — | $2,978,800 | $9,884,200 | $9,884,200 | — | | | KPI | — | — | — | $175,000 | $175,000 | $175,000 | — | | | Market Condition Award (PSU) | — | — | — | —(5) | —(5) | —(5) | —(5) | | Austin “AJ” Balance | Salary | — | — | — | $410,000 | $410,000 | $410,000 | — | | | Bonus | $225,500 | $225,500 | — | $225,500 | $338,250 | $338,250 | — | | | Health Care Benefits | — | — | — | $14,000 | $14,000 | $14,000 | — | | | Stock Options | — | — | — | — | — | — | — | | | Restricted Stock/RSUs | — | — | — | $4,333,315 | $11,509,758 | $11,509,758 | — | | | KPI | — | — | — | $465,000 | $465,000 | $465000 | — | | | Market Condition Award (PSU) | — | — | — | —(5) | —(5) | —(5) | —(5) | | Zachary Katz | Salary | — | — | — | $330,000 | $330,000 | $330,000 | — | | | Bonus | $220,000 | $220,000 | — | $220,000 | $330,000 | $330,000 | — | | | Health Care Benefits | — | — | — | $32,000 | $32,000 | $32,000 | — | | | Stock Options | — | — | — | — | — | — | — | | | Restricted Stock/RSUs | — | — | — | $4,657,760 | $9,207,200 | $9,207,200 | — | | | KPI | — | — | — | $350,000 | $350,000 | $350,000 | — | | | Market Condition Award (PSU) | — | — | — | —(5) | —(5) | —(5) | —(5) |

  128. Potential Payments Table

    | (1) See “—Termination without Cause or for Good Reason (Non-Change in Control)” above for more details. |

  129. Potential Payments Table

    | (2) Amounts reported in this column are paid upon a termination within the 12-month period following a change in control. See “—Termination without Cause or for Good Reason (Within CIC Period)” above for more details. |

  130. Potential Payments Table

    | (3) Amounts reported in this column are paid upon a “change in control” (as defined in each named executive officer’s respective employment agreement or offer letter) and/or a Qualifying CIC. See “—Change in Control (With or Without Qualifying Termination)” above for more details. |

  131. Potential Payments Table

    | (4) The dollar amount equals the number of shares subject to the applicable award times $13.54, the closing price of a share of common stock at the end of the last completed fiscal year. |

  132. Potential Payments Table

    | (5) The amount reported in this row does not include any value with respect to the acceleration of outstanding Market Condition Awards, for which the applicable performance conditions would not have been satisfied assuming a termination of any type described in this table as of December 31, 2025. |

  133. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer pay. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  134. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

  135. Required Tabular Disclosure of Pay Versus Performance

    | PAY VERSUS PERFORMANCE | | | | | | | | | | Year | Summary Compensation Table Total for PEO(1)(2) ($) | Compensation Actually Paid to PEO(1)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions)(5) ($) | Adjusted EBITDA (millions) ($)(6) | | | | | | | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | | | | 2025 | 56,168,082 | 33,345,084 | 8,651,281 | 6,046,149 | $382 | $244 | $94.75 | $196 | | 2024 | 6,539,444 | 40,398,739 | 5,537,161 | 11,939,112 | $384 | $209 | ($131.00) | $147 | | 2023 | 5,518,573 | 16,481,000 | 5,685,034 | 6,535,747 | $189 | $162 | ($55.77) | $110 |

  136. Required Tabular Disclosure of Pay Versus Performance

    | (1) The following individuals are our PEO and other non-PEO NEOs for each fiscal year: |

  137. Required Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | George Arison | John North Austin “AJ” Balance Zachary Katz Vandana Mehta-Krantz | | 2024 | George Arison | Austin “AJ” Balance Zachary Katz | | 2023 | George Arison | Vandana Mehta-Krantz Austin “AJ” Balance |

  138. Required Tabular Disclosure of Pay Versus Performance

    | (2) Represents the amount of total compensation reported for George Arison (our Chief Executive Officer) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.” |

  139. Required Tabular Disclosure of Pay Versus Performance

    | (3) Represents the amount of CAP to George Arison and the average amount of CAP to our Non-PEO NEOs, respectively, 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 our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP: |

  140. Required Tabular Disclosure of Pay Versus Performance

    | Year | NEOs | Summary Compensation Table (“SCT”) Total Compensation | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY* | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End* | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End* | Add: Vesting Date Fair Value of Awards Granted in Applicable FY that Vested During Applicable FY* | Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY* | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY* | Add: Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date* | CAP | | 2025 | PEO | $56,168,082 | $52,247,082 | $30,465,000 | ($1,915,463) | $2,667,047 | ($1,792,500) | — | — | $33,345,084 | | | Average Non-PEO NEOs | $8,651,281 | $7,692,800 | $6,166,086 | ($1,342,663) | $235,582 | $28,663 | — | — | $6,046,149 | | 2024 | PEO | $6,539,444 | $2,667,047 | — | $32,016,269 | $2,350,073 | $2,160,000 | — | — | $40,398,739 | | | Average Non-PEO NEOs | $5,537,161 | $4,488,476 | $6,065,600 | $4,079,249 | — | $745,579 | — | — | $11,939,112 | | 2023 | PEO | $5,518,573 | $2,350,073 | — | $12,390,000 | — | $922,500 | — | — | $16,481,000 | | | Average Non-PEO NEOs | $5,685,034 | $4,440,626 | $3,755,275 | $1,170,973 | $244,942 | $120,150 | — | — | $6,535,747 |

  141. Required Tabular Disclosure of Pay Versus Performance

    | * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  142. Required Tabular Disclosure of Pay Versus Performance

    | (4) For the relevant fiscal year, represents the cumulative TSR of our common stock and the NASDAQ CTA Internet Index at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2022. |

  143. Required Tabular Disclosure of Pay Versus Performance

    | (5) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |

  144. Required Tabular Disclosure of Pay Versus Performance

    | (6) As required by Item 402(v) of Regulation S-K, we have determined that Adjusted EBITDA is the Company-Selected Measure. Adjusted EBITDA is defined as Grindr’s Adjusted EBITDA for the calendar year, as reported in Grindr’s audited financial statements (net income (loss) excluding income tax provision; interest expense, net; depreciation and amortization; stock-based compensation expense; change in fair value of warrant liability; and employee transition costs, litigation-related costs, transaction-related costs, management fees and other items, in each case, that are unrelated to our core ongoing business operations); provided that, for purposes of the Bonus Plan, (i) in no event would annual bonuses paid to employees of Grindr during the 2025 calendar year cause the 2025 Adjusted EBITDA to fall below $182 million, and (ii) litigation- or settlement-related costs related to a certain litigation matter were to be added back into 2025 Adjusted EBITDA to the extent such costs were not otherwise added back in the calculation of Adjusted EBITDA for 2025 as set forth in our audited financial statements and not reimbursed or otherwise paid for by insurance as of December 31, 2025. No amounts were added back pursuant to clause (ii) in 2025. Adjusted EBITDA may not have been the most important financial performance measure for years prior to 2025 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |