GRND Filings — Grindr Inc.

GRND Filings — Grindr Inc. - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

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Management's Discussion and Analysis

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to the unaudited condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below, elsewhere in this Quarterly Report on Form 10-Q, particularly in “Special Note Regarding Forward-Looking Statements,” and under “Risk Factors,” set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and any updates thereto set forth in Quarterly Reports on Form 10-Q filed thereafter. Overview Grindr Inc.’s (“Grindr”, “we”, “us”, “our” or the “Company”) mission is to build the Global Gayborhood in Your Pocket™, and, through our success, to make a world where the lives of our global LGBTQ community are free, equal, and just. We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. We had 1.4 million Average Paying Users for the three and six months ended June 30, 2026, as compared to 1.2 million Average Paying Users for the three and six months ended June 30, 2025. Through gayborhood expansion initiatives, we are developing new products for users to engage with through the Grindr platform, which include new partnership-based digital versions of services typically found in physical gayborhoods. Our social impact division, Grindr for Equality, advances human rights, health, and safety for millions of lesbian, gay, bisexual, transgender, and queer (“LGBTQ”) people in partnership with organizations in every region of the world. The Grindr mobile application is free to download and provides certain services and features to Grindr’s users at no cost. We also offer a variety of additional controls and features for users who enroll in our paid subscriptions and add-on products. A substantial portion of our revenue is from app-based revenue representing 82.0% and 83.4% of total revenue for the three months ended June 30, 2026, and 2025, respectively, and 82.0% and 84.3% of total revenue for the six months ended June 30, 2026, and 2025, respectively. App-based revenue is derived from users in the form of subscription fees, providing our users access to a variety of features for the period of their subscription. Our current subscription offerings are Grindr XTRA and Grindr Unlimited. We utilize a freemium model to drive increased user acquisition, subscriber conversions, and monetization on the Grindr platform. We also offer consumables on a pay-per-use, or a-la-carte, basis. Leveraging strong brand awareness and our significant user network stemming from our first mover advantage in the gay, bisexual, transgender, and queer (“GBTQ”) social networking industry, our historical growth in number of users has been driven primarily by word-of-mouth referrals and other organic means. In addition to our revenue generated from subscription fees and consumable purchases, we also generate advertising revenue representing 18.0% and 16.6% of total revenue for the three months ended June 30, 2026, and 2025, respectively, and 18.0% and 15.7% of total revenue for the six months ended June 30, 2026, and 2025, respectively. Advertising revenue includes both first-party and third-party advertising. We provide advertisers with the opportunity to directly reach the GBTQ community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, entertainment, gaming, travel, and consumer goods. We offer our partners a diverse range of advertising opportunities to advertisers, including in-app banners, full-screen interstitials, and other customized units, typically sold on a cost per mille (“CPM”) basis. Additionally, we contract with a variety of third-party advertising platforms to market and sell digital advertising inventory available on the Grindr platform. We will continue to evaluate opportunities to increase advertising inventory by both enhancing and differentiating our advertising offerings in addition to scaling our advertising volume. We generated $138.1 million and $104.2 million of revenue for the three months ended June 30, 2026, and 2025, respectively, and we generated $268.1 million and $198.2 million of revenue for the six months ended June 30, 2026, and 2025, respectively, representing a period-over-period growth of 32.5% and 35.3% as compared to the three-month and six-month periods in 2025, respectively. We had 1.4 million and 1.2 million Average Paying Users, for the three and six months ended June 30, 2026, and 2025, respectively, representing a period-over-period growth of 16.1% and 17.2% as compared to the three-month and six-month periods in 2025, respectively. While we have users in over 190 countries and territories, we intend to grow our user base and revenues by continuing to introduce new and innovative products and services to all of our users across the globe. 28 Table of Contents Redemption of Warrants and Related Warrant Exercises On January 23, 2025, we provided notice that we would redeem all of our outstanding warrants, which consisted of (i) 18,560,000 private placement warrants; (ii) 13,799,825 public warrants; (iii) 2,500,000 forward purchase warrants; and (iv) 2,500,000 backstop warrants, on February 24, 2025. After we announced the redemption of the warrants and before the conclusion of the redemption notice period on February 24, 2025, an aggregate of 27,315,105 warrants were exercised for an aggregate of 27,315,105 shares of our common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to us of $314.1 million. In addition, 9,469,634 warrants were exercised on a cashless basis in exchange for the issuance of 3,418,518 shares of our common stock. At the conclusion of the redemption notice period on February 24, 2025, we redeemed the remaining 575,086 warrants issued and outstanding at a price of $0.10 per warrant for aggregate cash payment of $0.1 million. The public warrants were delisted from the New York Stock Exchange on February 24, 2025. Certain Labor Matters In July 2023, the Communications Workers of America AFL-CIO (“CWA”) filed an election petition with the National Labor Relations Board (“NLRB”) seeking to hold a representation election for certain classifications of our employees. CWA subsequently filed several unfair labor practice charges against us with the NLRB, including a request for injunctive relief under Sec. 10(j) of the National Labor Relations Act. Regarding the election petition, the NLRB conducted a secret mail-ballot election and held partial vote counts in November and December 2023. As of the date of filing of this Quarterly Report, the NLRB has not completed tallying all the votes from the election as there are numerous outstanding challenged ballots. In addition, on November 1, 2024, the local regional office of NLRB issued a complaint on the unfair labor practice charges. A hearing commenced in May 2025 and concluded in May 2026. The 2024 complaint and hearing that concluded in May 2026 are the first steps in the administrative process and the complaint is not a finding of any wrongdoing, nor is it a decision or ruling of the NLRB. Consolidated Results for the Three Months Ended June 30, 2026 and 2025 For the three months ended June 30, 2026, and 2025, we generated: •Revenue of $138.1 million and $104.2 million, respectively. The increase for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was $33.9 million, or 32.5%. •Net income of $17.7 million and $16.6 million, respectively. The increase for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was $1.1 million, or 6.6%. This resulted in a net income margin of 12.8% and 16.0%, respectively. •Adjusted EBITDA of $57.6 million and $45.2 million, respectively. The increase for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was $12.4 million, or 27.4%. This resulted in an Adjusted EBITDA margin of 41.7% and 43.4%, respectively. See “Non-GAAP Financial Measures—Adjusted EBITDA” below for more details on the calculations and reconciliations. Consolidated Results for Six Months Ended June 30, 2026 and 2025 For the six months ended June 30, 2026 and 2025, we generated: •Revenue of $268.1 million and $198.2 million, respectively. The increase for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was $69.9 million, or 35.3%. •Net income of $44.5 million and $43.7 million, respectively. The increase for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was $0.8 million, or 1.8%. This resulted in a net income margin of 16.6% and 22.0%, respectively. •Adjusted EBITDA of $116.1 million and $85.9 million, respectively. The increase for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was $30.2 million, or 35.2%. This resulted in an Adjusted EBITDA margin of 43.3% and 43.3%, respectively. See “Non-GAAP Financial Measures—Adjusted EBITDA” below for more details on the calculations and reconciliations. 29 Table of Contents Operating and Financial Metrics Three Months Ended June 30, Six Months Ended June 30, (in thousands, except ARPPU) 2026 2025 2026 2025 Key Operating Metrics Average Paying Users 1,422 1,225 1,403 1,197 Average App-Based Revenue per Average Paying User (“ARPPU”) $ 26.51 $ 23.65 $ 26.07 $ 23.26 Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Key Financial and Non-GAAP Metrics(1) Revenue $ 138,138 $ 104,220 $ 268,079 $ 198,158 App-based revenue $ 113,267 $ 86,948 $ 219,923 $ 167,025 Advertising revenue $ 24,871 $ 17,272 $ 48,156 $ 31,133 Net income $ 17,743 $ 16,638 $ 44,493 $ 43,657 Net income margin 12.8 % 16.0 % 16.6 % 22.0 % Adjusted EBITDA $ 57,640 $ 45,207 $ 116,113 $ 85,896 Adjusted EBITDA Margin 41.7 % 43.4 % 43.3 % 43.3 % Net cash provided by operating activities $ 40,807 $ 37,518 $ 74,272 $ 61,311 Operating cash flow conversion 230.0 % 225.5 % 166.9 % 140.4 % Free cash flow $ 37,962 $ 36,638 $ 69,817 $ 59,803 Free cash flow conversion 65.9 % 81.0 % 60.1 % 69.6 % (1)See “Non-GAAP Financial Measures” below for additional information and reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures. •Average Paying Users. A Paying User is a user that has purchased or renewed a Grindr subscription and/or purchased a consumable on the Grindr platform. We calculate Average Paying Users by adding up the number of Paying Users in each day and then dividing that number by the number of days in the relevant measurement period. A Paying User who is both a subscriber and an add-on purchaser on the same day will be counted as one Paying User. Duplicate Paying Users may exist if the same individual holds more than one Grindr subscription during the same period. We are focused on building new products and improving on existing ones to drive payer conversion. We believe Average Paying Users is a useful metric for assessing the health of our business. •ARPPU. We calculate Average App-Based Revenue Per Paying User (“ARPPU”) based on App-based Revenue in any measurement period, divided by Average Paying Users in such a period and then divided by the number of months in the period. We believe ARPPU is a useful metric for assessing the growth of our business and future revenue trends. Key Factors Affecting Our Performance Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Growth in User Base and Paying Users We acquire new users through investments in generating brand awareness, as well as through word of mouth from existing users and others. We convert these users to Paying Users by offering premium features that maximize the probability of developing meaningful connections, improve the user experience, and provide more control over the experience. For the three months ended June 30, 2026, and 2025, our Average Paying Users were 1.4 million and 1.2 million, respectively, representing an increase of 16.1% period-over-period. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our subscription plans or our add-on offerings. As we scale and our community grows larger, we seek to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our product value and can increase conversion to one of our paid products. Our 30 Table of Contents revenue growth depends on growth in Paying Users. While we believe we are in the early days of our opportunity, at some point we may face challenges increasing our Paying Users, including competition from alternative products and services and lower adoption of certain product features. Growth in ARPPU We continually work to develop new monetization features and improve existing features in order to increase adoption of consumables and our subscription programs. Many variables will impact our ARPPU, including paid product mix, the geographic location of Paying Users, and the revenue generated from subscription versus consumables revenue. Our pricing is in local currency and may vary between markets. As foreign currency exchange rates fluctuate, transactions carried out in foreign currencies other than the U.S. dollar could negatively impact revenue and distort year-over-year comparability of operating results. To the extent our ARPPU growth slows, our revenue growth will become increasingly dependent on our ability to increase our Average Paying Users. Investing in Growth While Driving Long-Term Profitability Key investment areas for us include continuing to expand and enhance our team as well as enhancing our platform and increasing the value we provide our users. Part of our efforts are focused on introducing new products, improving pricing and packaging, and localizing our products in international markets. We are also harnessing artificial intelligence and machine learning, which we refer to as AI/ML, along with prioritizing security and privacy, and improving matching capabilities for successful connections. As part of these ongoing efforts, we are building a full-stack technical foundation that we refer to as Grindr AI (“gAI”), consisting of a data model layer, technical architecture layer, and a consumer application layer, in order to deliver a differentiated, high-impact user experience. Attracting and Retaining Talent Our business relies on our ability to attract and retain talent, including, but not limited to, engineers, data scientists, product designers, and product managers. As of June 30, 2026, we had 178 employees globally, 172 of which were full-time employees. We have continued to expand and enhance our team with new employees and contractors. In doing so, we grew the size of our engineering team, which includes a dedicated team of 33 contractors in Colombia as of June 30, 2026. We will continue to selectively supplement immediate capacity and product development needs with contractors, particularly in supporting our engineering function. By building a performance-driven culture, we want to unleash Grindr’s and each of our employees’ full potential. We intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning. We believe that many people want to work at a company committed to creating a world that is fair, equal, and just for the global LGBTQ community and that aligns with their personal values, and therefore our ability to recruit and retain talent is aided by our mission and brand reputation. We compete for talent within the technology market and believe our operating culture is a key differentiator in attracting, developing, and retaining high-performing employees. Factors Affecting the Comparability of Our Results Temporary variability and general advertising demand Our ability to maintain consistently high advertiser demand for our platform can be affected by temporary trends in advertisers’ appetites to engage with our users or our brand. For example, events that result in temporary positive or negative publicity for our company, even if unfounded, may play a significant role in our advertisers’ desire to continue to advertise on our platform. Further, general economic conditions may lead to changes in advertising spending in general, which could have a significant impact on our results of operations. Such fluctuations in advertising demand are often unpredictable and likely temporary, but nevertheless could have a significant impact on the financial condition of our business. Return-to-Office In 2023, our leadership team announced a transition to a hybrid work model involving a multi-phase return-to-office plan (“RTO Plan”) beginning in the fall of 2023, which was largely completed by January 2024 and was fully concluded by April 30, 2025. Our hybrid work model requires employees to work two days per week in offices where their respective teams are based. The RTO Plan provided employees with a one-time relocation package to support relocation if necessary, or separation packages for employees who chose not to relocate or participate in our RTO Plan. 31 Table of Contents International market pricing and changes in foreign exchange rates The Grindr platform has MAUs in over 190 countries and territories. Our international revenue represents 43.0% and 42.0% of total revenue for the three months ended June 30, 2026, and 2025, respectively. We vary our pricing to align with relative value to local purchasing power and competitors. Our international business typically earns revenue in local currencies. In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations. Key Components of Our Results of Operations Revenue We currently generate revenue from two revenue streams — app-based revenue and advertising revenue. App-based revenue is revenue generated by our users who pay for subscriptions or consumables to access additional features. Advertising revenue is generated by third parties who pay us to advertise to our users. As we continue to expand our revenue streams, we anticipate increasing monetization from consumables and subscription offerings, contributing to an increase in app-based revenue over time, and increasing our advertising inventory, contributing to an increase in advertising revenue over time. App-Based Revenue. App-based revenue is reported gross of distribution fees for subscriptions and consumables as we are the primary party obligated in our transactions with customers, and we act as the principal. Our subscription revenue is generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-month, and twelve-month periods. Customers pay in advance, primarily through mobile app stores, including Apple and Google Play, and, subject to certain conditions identified in our terms and conditions, generally all purchases are final and nonrefundable. Subscription revenues are recognized ratably over the term of the subscription. Consumables revenue is generated through the sale of an add-on feature on a pay-per-use, or a-la-carte, basis. Consumables are activated upon purchase and are available to use by the customer for a short duration, generally, within one day. Revenue from consumables is recognized upon usage of the consumable. App-based revenue is recorded net of taxes, credits, and chargebacks. Advertising Revenue. Advertising revenue consists of revenue generated by third parties who pay us to advertise to our users. We provide advertisers with the opportunity to target and directly reach the GBTQ community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, gaming, travel, entertainment, and consumer goods. We offer a diverse range of advertising opportunities to advertisers, such as in-app banners, full-screen interstitials, and other customized units, typically on a CPM basis. Revenue from advertising transactions with advertising service providers is recognized net of the amounts retained by the advertising service provider as we do not know and expect not to know the gross amount paid by advertisers. Cost of revenue and operating expenses Cost of revenue. Cost of revenue consists primarily of the distribution fees we pay to Apple and Google Play, infrastructure costs associated with supporting the Grindr platform, which stem largely from our use of Amazon Web Services, and costs associated with content moderation, which involve ensuring that users are complying with our community standards. Selling, general and administrative expenses. Selling, general and administrative expenses consists primarily of compensation and other employee-related costs, professional fees, sales and marketing expenditures, and general and administrative expenses, including facilities, insurance, and information technology support. We plan to continue efforts to attract new users, retain existing users and increase monetization of both our new and existing users, which may result in increased sales and marketing expenses in future periods. Product development expense. Product development expense consists primarily of employee-related and contractor costs for personnel engaged in the design, development, testing, maintenance, and enhancement of product offerings, related technology, and related software costs. Depreciation and Amortization. Depreciation is primarily related to computers, equipment, and leasehold improvements. Amortization is primarily related to capitalized software development costs and acquired definite-lived intangible assets (customer relationships, technology, etc.). 32 Table of Contents Other (expense) income Interest expense, net. Interest expense, net consists of interest expense incurred in connection with our long-term debt and revolving credit facility net of interest earned on cash and cash equivalents including money market funds and U.S. treasury bills. Other (expense) income, net. Other (expense) income, net consists of realized and unrealized exchange rate gains or losses. Share of net loss of equity method investee. Share of net loss of equity method investee consists of our proportionate share of losses from our investment in our equity method investee. Gain in fair value of warrant liability. Gain in fair value of warrant liability represents the change in fair value of our public and private warrants. As the private warrants are substantially similar to the public warrants, all of the warrants are remeasured from the publicly traded quotes from the active market. In February 2025, we completed the redemption of all outstanding public and private warrants. Income tax provision Income tax provision represents the income tax expense associated with our operations based on the tax laws of the jurisdictions in which we operate. Our effective tax rates will vary depending on changes in the valuation of our deferred tax assets and liabilities, fluctuations in permanent differences, and changes in tax laws. Results of Operations Three and Six Months Ended June 30, 2026, Compared to Three and Six Months Ended June 30, 2025 Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 % of Total Revenue 2025 % of Total Revenue 2026 % of Total Revenue 2025 % of Total Revenue Revenue $ 138,138 100.0 % $ 104,220 100.0 % $ 268,079 100.0 % $ 198,158 100.0 % Operating costs and expenses Cost of revenue (exclusive of depreciation and amortization shown separately below) 34,567 25.0 % 27,408 26.3 % 67,162 25.1 % 51,950 26.2 % Selling, general and administrative expense 49,869 36.1 % 36,457 35.0 % 87,572 32.7 % 66,697 33.7 % Product development expense 20,305 14.7 % 12,941 12.4 % 36,238 13.5 % 23,228 11.7 % Depreciation and amortization 895 0.6 % 3,068 2.9 % 1,878 0.7 % 6,545 3.3 % Total operating expenses 105,636 76.5 % 79,874 76.6 % 192,850 71.9 % 148,420 74.9 % Income from operations 32,502 23.5 % 24,346 23.4 % 75,229 28.1 % 49,738 25.1 % Other (expense) income Interest expense, net (6,529) (4.7) % (3,564) (3.4) % (13,134) (4.9) % (7,439) (3.8) % Other (expense) income, net (1,972) (1.4) % 510 0.5 % (2,174) (0.8) % 658 0.3 % Share of net loss of equity method investee (1,109) (0.8) % — — % (1,109) (0.4) % — — % Gain in fair value of warrant liability — — % — — % — — % 9,905 5.0 % Total (expense) income, net (9,610) (7.0) % (3,054) (2.9) % (16,417) (6.1) % 3,124 1.6 % Net income before income tax 22,892 16.6 % 21,292 20.4 % 58,812 21.9 % 52,862 26.7 % Income tax provision 5,149 3.7 % 4,654 4.5 % 14,319 5.3 % 9,205 4.6 % Net income $ 17,743 12.8 % $ 16,638 16.0 % $ 44,493 16.6 % $ 43,657 22.0 % Net income per share Basic $ 0.10 $ 0.08 $ 0.25 $ 0.23 Diluted $ 0.10 $ 0.08 $ 0.24 $ 0.17 33 Table of Contents Revenue Revenue for the three months ended June 30, 2026, and 2025, was $138.1 million and $104.2 million, respectively. The increase in revenue period-over-period was $33.9 million, or 32.5%. For the three months ended June 30, 2026, and 2025, app-based revenue was $113.3 million and $86.9 million, respectively. The increase in app-based revenue of $26.4 million, or 30.4%, was driven by the period-over-period increases in both ARPPU of $2.86 and Average Paying Users of 197 thousand. Period-over-period growth for revenue was driven by enhanced paywall optimizations and merchandising strategies, which strengthened subscription adoption across our XTRA and Unlimited tiers. There was continued period-over-period growth in our weekly XTRA and Unlimited subscriptions. ARPPU increased by 12.1%, or $2.86, to $26.51 for the three months ended June 30, 2026, from $23.65 for the three months ended June 30, 2025. Our ARPPU increased as a result of improved product mix, with higher revenue generated by subscription products with higher average monthly-equivalent price, such as weekly Unlimited. We expanded our pricing experiments to a broader share of the subscriber base in key markets, with more purchasers choosing to shift into higher prices. For the three months ended June 30, 2026, Average Paying Users increased by 197 thousand, from 1.2 million for the three months ended June 30, 2025, to 1.4 million for the three months ended June 30, 2026. For the three months ended June 30, 2026, and 2025, advertising revenue was $24.8 million and $17.3 million, respectively. The increase in advertising revenue of $7.5 million, or 43.4%, was primarily driven by strong CPMs across North America, third-party partnerships, as well as onboarding additional campaigns during the year. Revenue for the six months ended June 30, 2026, and 2025, was $268.1 million and $198.2 million, respectively. The increase in revenue period-over-period was $69.9 million, or 35.3%. For the six months ended June 30, 2026, and 2025, app-based revenue was $219.9 million and $167.1 million, respectively. The increase in app-based revenue of $52.8 million, or 31.6%, was driven by the period-over-period increases in both ARPPU of $2.81 and Average Paying Users of 206 thousand. Period-over-period growth for revenue was driven by enhanced paywall optimizations and merchandising strategies, which strengthened subscription adoption across our XTRA and Unlimited tiers. There was continued period-over-period growth in our weekly XTRA and Unlimited subscriptions. ARPPU increased by 12.1%, or $2.81, to $26.07 for the six months ended June 30, 2026, from $23.26 for the six months ended June 30, 2025. Our ARPPU increased as a result of improved product mix, with higher revenue generated by subscription products with higher average monthly-equivalent price, such as weekly Unlimited. We expanded our pricing experiments to a broader share of the subscriber base in key markets, with more purchasers choosing to shift into higher prices. For the six months ended June 30, 2026, Average Paying Users increased by 206 thousand, from 1.2 million for the six months ended June 30, 2025, to 1.4 million for the six months ended June 30, 2026. For the six months ended June 30, 2026, and 2025, advertising revenue was $48.2 million and $31.1 million, respectively. The increase in advertising revenue of $17.1 million, or 55.0%, was primarily driven by strong CPMs across North America, third-party partnerships, as well as onboarding additional campaigns during the year. Cost of revenue Cost of revenue for the three months ended June 30, 2026, and 2025, was $34.6 million and $27.4 million, respectively. The $7.2 million increase, or 26.3%, was primarily due to growth in distribution fees of $6.0 million (consistent with app-based revenue growth), and increased infrastructure costs of $0.9 million. Cost of revenue for the six months ended June 30, 2026, and 2025, was $67.2 million and $52.0 million, respectively. The $15.2 million increase, or 29.2%, was primarily due to growth in distribution fees of $12.0 million (consistent with app-based revenue growth), and increased infrastructure costs of $2.5 million. Selling, general and administrative expense Selling, general and administrative expense for the three months ended June 30, 2026, and 2025, was $49.9 million and $36.5 million, respectively. The $13.4 million increase, or 36.7%, was primarily due to an increase of $6.1 million in salaries and benefits expense and an increase of $5.2 million in marketing expenses. Selling, general and administrative expense for the six months ended June 30, 2026, and 2025, was $87.6 million and $66.7 million, respectively. The $20.9 million increase, or 31.3%, was primarily due to an increase of $7.4 million in marketing expenses; an increase of $7.0 million in salaries and benefits expense; and an increase of $1.8 million in professional, legal, and contractor fees. 34 Table of Contents Product development expense Product development expense for the three months ended June 30, 2026, and 2025, was $20.3 million and $12.9 million, respectively. The $7.4 million increase, or 57.4%, was primarily due to an increase in personnel-related expenses of $7.4 million from the increased headcount, including an increase in stock-based compensation expense of $3.5 million. Product development expense for the six months ended June 30, 2026, and 2025, was $36.2 million and $23.2 million, respectively. The $13.0 million increase, or 56.0%, was primarily due to an increase in personnel-related expenses of $12.8 million from the increased headcount, including an increase in stock-based compensation expense of $6.9 million. Depreciation and amortization Depreciation and amortization for the three months ended June 30, 2026, and 2025, was $0.9 million and $3.1 million, respectively. The $2.2 million decrease, or 71.0%, was primarily due to acquired intangibles amortization from an acquisition in June 2020. All definite-lived intangible assets from the acquisition were fully amortized in June 2025. Depreciation and amortization for the six months ended June 30, 2026, and 2025, was $1.9 million and $6.5 million, respectively. The $4.6 million decrease, or 70.8%, was primarily due to acquired intangibles amortization from an acquisition in June 2020. All definite-lived intangible assets from the acquisition were fully amortized in June 2025. Interest expense, net Interest expense, net for the three months ended June 30, 2026, and 2025, was $6.5 million and $3.6 million, respectively. The $2.9 million increase, or 80.6%, was primarily due to an increase in interest expense of $1.5 million from higher debt balances and a decrease in interest income of $1.4 million from our investment in U.S. treasury bills in the first quarter of 2025. Interest expense, net for the six months ended June 30, 2026, and 2025, was $13.1 million and $7.4 million, respectively. The $5.7 million increase, or 77.0%, was primarily due to an increase in interest expense of $3.1 million from higher debt balances and a decrease in interest income of $2.6 million from our investment in U.S. treasury bills in the first quarter of 2025. Other (expense) income, net Other (expense) income, net for the three months ended June 30, 2026, and 2025, was expense of $2.0 million and income of $0.5 million, respectively. The $2.5 million change was primarily due to $1.0 million in fair value change in derivative instruments, and $0.8 million in credit loss recognized from a loan to our equity method investee. Other (expense) income, net for the six months ended June 30, 2026, and 2025, was expense of $2.2 million and income of $0.7 million, respectively. The $2.9 million change was primarily due to $0.8 million in credit loss recognized from a loan to our equity method investee, and $0.7 million in fair value change in derivative instruments. Share of net loss of equity method investee Share of net loss of equity method investee represents our proportionate share of losses from our investment in our equity method investee, which is recorded on a one-quarter lag. Gain in fair value of warrant liability Gain in fair value of warrant liability represents the change in the fair value of our warrants between each reporting period or upon the exercise and redemption of our warrants. In February 2025, we completed the redemption of all outstanding warrants. 35 Table of Contents Income tax provision Income tax provision for the three months ended June 30, 2026, and 2025, was $5.1 million and $4.7 million, respectively, resulting in an effective tax rate of 22.5% and 21.9%, respectively. The increase in effective tax rate was primarily due to Section 162(m) officer compensation. Income tax provision for the six months ended June 30, 2026, and 2025, was $14.3 million and $9.2 million, respectively, resulting in an effective tax rate of 24.3% and 17.4%, respectively. The increase in effective tax rate was primarily due to the mark-to-market warrant liability adjustment, and Section 162(m) officer compensation. Our effective tax rates in fiscal 2026 and future periods may fluctuate, as a result of changes in actual results versus our estimates; or changes in tax laws, regulations, accounting principles, or interpretations thereof. Net income Net income for the three months ended June 30, 2026, and 2025, was $17.7 million and $16.6 million, respectively. Net income increased by $1.1 million. Net income for the six months ended June 30, 2026, and 2025, was $44.5 million and $43.7 million, respectively. Net income increased by $0.8 million. Non-GAAP Financial Measures To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”), we use Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and free cash flow conversion as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA adjusts for the impact of items that we do not consider indicative of the operational performance of our business. We define Adjusted EBITDA as net income excluding income tax provision; interest expense, net; depreciation and amortization; stock-based compensation expense; equity method investee losses and related credit loss; change in fair value of warrant liability; and employee transition costs, litigation-related costs, transaction-related costs, and other items, in each case, that are unrelated to our core ongoing business operations. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period. Our management uses these measures internally to evaluate the performance of our business and these measures are among the primary metrics by which management and other employees are compensated. We exclude the above items as some are non-cash in nature and others may not be representative of normal operating results. While we believe that Adjusted EBITDA and Adjusted EBITDA Margin are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with U.S. GAAP. 36 Table of Contents The following table presents the reconciliation of net income to Adjusted EBITDA for the three and six months ended June 30, 2026, and 2025: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Reconciliation of net income to Adjusted EBITDA Net income $ 17,743 $ 16,638 $ 44,493 $ 43,657 Interest expense, net 6,529 3,564 13,134 7,439 Income tax provision 5,149 4,654 14,319 9,205 Depreciation and amortization 895 3,068 1,878 6,545 Litigation-related costs (1) 2,916 754 3,483 980 Transaction-related costs (2) 123 — 146 — Stock-based compensation expense 20,625 16,529 35,633 27,476 Employee transition costs (3) 740 — 437 499 Equity method investee losses and related credit loss (4) 1,909 — 1,909 — Change in fair value of warrant liability (5) — — — (9,905) Other expense (6) 1,011 — 681 — Adjusted EBITDA $ 57,640 $ 45,207 $ 116,113 $ 85,896 Revenue $ 138,138 $ 104,220 $ 268,079 $ 198,158 Net income margin 12.8 % 16.0 % 16.6 % 22.0 % Adjusted EBITDA Margin 41.7 % 43.4 % 43.3 % 43.3 % _________________ (1)Litigation-related costs that are unrelated to our core ongoing business operations primarily represent settlement expenses accrued and external legal fees associated with outstanding litigation or regulatory matters outside of the ordinary course. (2)Transaction-related costs consist of legal, consulting, and other professional fees related to potential transactions. (3)Employee transition costs relate to costs associated with the transition of our former Chief Financial Officer, and severance incurred for employees who elected not to relocate or participate in our RTO Plan and certain other severance arrangements. (4)Equity method investee losses and related credit loss are related to our share of losses from our investment in our equity method investee and credit loss in relation to the loan receivable to our equity method investee. (5)Change in fair value of warrant liability relates to the warrants that were remeasured upon exercise or redemption. In February 2025, we completed the redemption of all outstanding warrants. (6)Other expense is related to change in fair value of the bifurcated derivative in our forward repurchase transactions entered into in the first quarter of 2026 that was remeasured as of June 30, 2026. Free Cash Flow and Free Cash Flow Conversion Free cash flow is an indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after capitalized software development costs and purchases of property and equipment, that can be used to repay debt obligations and/or for strategic initiatives. We define free cash flow as net cash provided by operating activities less capitalized software development costs and purchases of property and equipment. Free cash flow conversion is calculated by dividing free cash flow for a period by Adjusted EBITDA for the same period. Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and do not reflect our future contractual commitments. 37 Table of Contents The following table presents the reconciliation of net cash provided by operating activities to free cash flow for the three and six months ended June 30, 2026, and 2025: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Reconciliation of net cash provided by operating activities to free cash flow Net cash provided by operating activities $ 40,807 $ 37,518 $ 74,272 $ 61,311 Less: Capitalized development software costs and purchases of property and equipment (2,845) (880) (4,455) (1,508) Free cash flow $ 37,962 $ 36,638 $ 69,817 $ 59,803 Operating cash flow conversion (1) 230.0 % 225.5 % 166.9 % 140.4 % Free cash flow conversion (2) 65.9 % 81.0 % 60.1 % 69.6 % _________________ (1)Operating cash flow conversion represents net cash provided by operating activities as a percentage of net income. (2)Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA. Liquidity and Capital Resources Cash Flows for the Six Months Ended June 30, 2026 The following table summarizes our total cash and cash equivalents, and cash flows: Six Months Ended June 30, ($ in thousands) 2026 2025 Cash, and cash equivalents, including restricted cash (as of the end of period) $ 7,109 $ 121,430 Net cash provided by (used in): Operating activities $ 74,272 $ 61,311 Investing activities (8,455) (1,508) Financing activities (146,358) 1,870 Net change in cash and cash equivalents $ (80,541) $ 61,673 Cash flows provided by operating activities Net cash provided by operating activities is primarily dependent on our revenues affected by timing of receipts from subscription and advertising sales. It is also dependent on managing our operating expenses, such as salaries and employee-related costs, selling and marketing expenses, and other general and administrative expenses. We expect to maintain strong operating cash flows given our historical performance. We will continue to invest in the right resources to support longer term profitable growth. Our operating cash flows should continue to cover our operating and financing costs. During the six months ended June 30, 2026, our operations provided $74.3 million of cash, which was primarily attributable to our net income of $44.5 million, adjusted for non-cash items, including $35.6 million in stock-based compensation and $1.9 million in depreciation and amortization, and the cash flow impact from a change in operating asset and liabilities of $11.7 million, primarily from a $4.3 million decrease in accrued expenses and other current liabilities due to timing of payments and a $1.7 million increase in accounts receivable due to increase in app-based revenue and advertising revenue during the year. During the six months ended June 30, 2025, our operations provided $61.3 million of cash, which was primarily attributable to our net income of $43.7 million, adjusted for non-cash items, including $27.5 million in stock-based compensation, and $6.5 million in depreciation and amortization, partially offset by a $9.9 million gain in fair value of warrant liability, and the cash flow impact from a change in operating asset and liabilities of $8.4 million, primarily from $4.0 million increase in accrued expenses and other current liabilities due to timing of payments and $7.6 million increase in accounts receivable due to increase in app-based revenue and advertising revenue during the year. 38 Table of Contents Cash flows used in investing activities Net cash used in investing activities for the six months ended June 30, 2026, consisted primarily of additions to capitalized software of $4.4 million and a loan to our equity method investee of $4.0 million. Net cash used in investing activities for the six months ended June 30, 2025, consisted primarily of additions to capitalized software of $1.2 million. Cash flows (used in) provided by financing activities Net cash used in financing activities for the six months ended June 30, 2026, which was $146.4 million, was due to payments for purchasing equity instruments of $159.9 million, principal payments of debt of $10.0 million, and payments to tax authorities for employee equity awards of $9.4 million. The payments were offset by proceeds from the settlement of equity instruments of $32.2 million. Net cash provided by financing activities for the six months ended June 30, 2025, which was $1.9 million, was due to proceeds from the exercise of warrants of $314.1 million. We announced the redemption of all our outstanding warrants in January 2025, which resulted in a significant amount of our warrants being exercised prior to their redemption in February 2025. The proceeds from the exercise of warrants were offset by payments for the repurchases of common stock under our stock repurchase program of $290.7 million, principal payments of debt of $7.5 million, and payments to tax authorities for employee equity awards of $15.4 million. Sources of Liquidity Since our inception, we have financed our operations and capital expenditures primarily through cash flows generated by operations and borrowings under our credit facilities. To the extent existing cash, investments, and cash from operations are not sufficient to fund future activities, we may need to raise additional funds. We may seek to raise additional funds through equity, equity-linked or debt financings. If we raise additional funds through the incurrence of additional indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain additional covenants that restrict operations, including our ability to raise additional capital. Any additional equity financing may be dilutive to existing stockholders. We may also enter into investment or acquisition transactions in the future, which could require us to seek additional equity financing, incur indebtedness, or use cash resources. As of June 30, 2026, we had cash and cash equivalents of $6.5 million. We believe that our cash and cash equivalents, cash flows generated by operations, and borrowings under our revolving credit facility will be sufficient to meet our working capital and capital expenditure needs for the next twelve months. Senior Secured Credit Facility See Note 5 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information. We have a credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other lenders party thereto (the “Credit Agreement”) that governs a $400.0 million term loan facility and $200.0 million revolving loan facility. We borrowed the full $400.0 million under the term loan facility on December 16, 2025, and we had no amounts outstanding under the revolving credit facility as of June 30, 2026. We have the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $100.0 million, subject to the terms of the Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments. Our wholly owned subsidiary, Grindr Capital LLC, is the borrower under the Credit Agreement and all obligations of Grindr Capital LLC under the Credit Agreement are guaranteed by Grindr Inc. and, subject to certain limited exceptions, our wholly owned domestic subsidiaries and are secured by substantially all of the assets of Grindr Inc., Grindr Capital LLC, and the guarantor subsidiaries. Borrowings under the Credit Agreement (other than swingline loans) bear interest at a rate equal to either, at our option, (i) the highest of the Prime Rate (as defined in the Credit Agreement), the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50%, or one-month Term SOFR (as defined in the Credit Agreement) plus 1.00% (the “Alternate Base Rate”); or (ii) Term SOFR, in each case, plus an applicable margin ranging from 2.75% to 3.25% with respect to Term SOFR borrowings and 1.75% to 2.25% with respect to Alternate Base Rate borrowings. The applicable margin will be based upon our total net consolidated leverage ratio. Swingline loans under the Credit Agreement bear interest at the Alternate Base Rate plus the applicable margin. We are also required to pay a commitment fee for the unused portion of the 39 Table of Contents revolving credit facility, which will range from 0.375% to 0.50% per annum, depending on our total consolidated net leverage ratio. The term loan will amortize on a quarterly basis at 1.25% of the aggregate principal amount outstanding as of December 16, 2025, the effective date of Amendment No. 1 to the Credit Agreement, until the final maturity date on January 1, 2031. Any borrowings under the revolving credit facility may be repaid, in whole or in part, at any time and from time to time without any other premium or penalty, and any amounts repaid under the revolving credit facility may be reborrowed, in each case, until the maturity date on January 1, 2031. Mandatory prepayments are required under the revolving credit facility when borrowings and letter of credit usage exceed the aggregate revolving commitments of all lenders. Mandatory prepayments are also required under the term loan in connection with (i) certain asset dispositions and casualty events, in each case, to the extent the proceeds of such dispositions or casualty events exceed certain individual and aggregate thresholds and are not reinvested, and (ii) unpermitted debt transactions. For the three and six months ended June 30, 2026, and 2025, we were not required to make any mandatory repayments. The Credit Agreement requires compliance with certain financial covenants including a maximum total net leverage ratio and minimum fixed charge coverage ratio. The Credit Agreement also contains customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents, and sale and leaseback transactions. The Credit Agreement contains certain customary events of default. If an event of default has occurred and continues beyond any applicable cure period, all outstanding obligations under the Credit Agreement may be accelerated or the commitments may be terminated, among other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the Credit Agreement while an event of default is continuing. Uses of Cash Our principal commitments consist of obligations under the Credit Agreement, operating leases for office space, and our payments for the use of cloud services. In addition, we are subject to pending legal proceedings from time to time. See Note 5, Note 6, and Note 14 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information. In March 2025, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $500 million of shares of our common stock for the period from March 7, 2025 to March 6, 2027. In February 2026, our Board of Directors authorized an increase in our stock repurchase program by an additional $400 million, and extended the repurchase period to March 6, 2029. Our stock repurchase program does not obligate us to repurchase a minimum amount of shares. Under the program, shares of our common stock may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended the (“Exchange Act”). During the six months ended June 30, 2026, we did not repurchase shares from the open market. During that period, we entered into transactions with a major financial institution to repurchase an aggregate of up to $160 million of shares of our common stock. See Note 8 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information regarding additional equity instruments purchased by the Company. During the six months ended June 30, 2026, we repurchased and retired 12,517,804 shares of our common stock for an aggregate purchase price of $147.2 million. During the six months ended June 30, 2025, we repurchased and retired 15,995,957 shares of our common stock for an aggregate purchase price of $294.1 million, including commissions. As of June 30, 2026, $302.2 million in aggregate value of shares of our common stock remains available under the share repurchase program, excluding commissions. Critical Accounting Policies and Estimates We have based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ from our estimates. There have been no material changes to our discussion of critical accounting estimates from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. 40 Table of Contents Recently Issued and Adopted Accounting Pronouncements For a discussion of recent accounting pronouncements, see Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk Interest rate risk is the risk of financial loss due to adverse changes in the value of assets and liabilities due to movements in interest rates. Our exposure to market risk for changes in interest rates relates primarily to our Credit Agreement and to a lesser extent our cash, cash equivalents, and restricted cash. As of June 30, 2026, we had debt outstanding under our Credit Agreement of $386.3 million. A hypothetical 100 basis point change in interest rates would result in a change in our pre-tax interest expense of approximately $1.0 million and $3.4 million for the three and six months ended June 30, 2026, respectively. Foreign Currency Exchange Risk We conduct business in certain foreign markets. As a result, we are exposed to foreign exchange risk related to certain currencies, primarily the Euro and British Pound. For the three months ended June 30, 2026, and 2025, international revenue accounted for 43.0% and 42.0% of our consolidated revenue, respectively, and for the six months ended June 30, 2026, and 2025, international revenue accounted for 43.0% and 41.6% of our consolidated revenue, respectively. We have exposure to foreign currency exchange risk related to transactions carried out in a currency other than our functional currency, the U.S. dollar. As foreign currency exchange rates fluctuate, transactions carried out in foreign currencies other than the U.S. dollar could impact revenue and distort year-over-year comparability of operating results. Historically, we have not hedged any foreign currency exposures. We have performed a sensitivity analysis as of June 30, 2026, and 2025. A hypothetical 10% change in Euro and British Pound, relative to the U.S. dollar, would have changed revenue by $3.3 million and $2.4 million for the three months ended June 30, 2026, and 2025, respectively, and by $6.3 million and $4.5 million for the six months ended June 30, 2026, and 2025, respectively, with all other variables held constant. This accounts for 2.4% and 2.3% of total revenue for the three months ended June 30, 2026, and 2025, respectively, and 2.4% and 2.4% of total revenue for the six months ended June 30, 2026, and 2025, respectively. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result, such fluctuations could have a significant impact on our future results of operations.

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Risk Factors

Except as set forth below, there have been no material changes from the risk factors previously disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. We have revised the risk factors set forth below to reflect additional products we have begun to offer, or expect to offer soon, in connection with our Woodwork telehealth service. We may not be able to successfully implement our new product and services roadmap, which could adversely impact our business, financial conditions or results of operations. We are continually evaluating the changing consumer, market, and competitive environment of the community we serve and seeking to improve our performance by implementing a comprehensive and competitive business strategy addressing the needs and wants of our user base. Our product strategy continued to advance in the first half of 2026 and we expect to continue to launch a number of new products and services to some, if not all, users. There is no guarantee that our investment in new products and services, new features, feature innovations, and other initiatives will succeed or generate revenue or other benefits for us. New or innovative products, services, and features may provide temporary increases in engagement that may ultimately fail to attract and retain users over time such that they may not produce the long-term benefits that we expect. We may also introduce new products, services, features, terms of service, or policies and seek to find new, effective ways to show our community new and existing products and services and alert them to events and opportunities to connect that our users do not like. If our new or enhanced brands, products and services, or product extensions fail to engage users or marketing partners, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, any of which may materially adversely affect our business. Entering into new types or lines of business requires significant management attention, may disrupt our existing business, exposes us to new legal and regulatory requirements, and may fail to produce the benefits and synergies we anticipate. Furthermore, assumptions underlying expected financial results or consumer demand and receptivity may not be met or economic or consumer conditions may deteriorate. We also may be unable to engage with partners of choice or engage on terms favorable to us in order to implement our strategic initiatives. Any of our partners may not perform their obligations as expected or may breach or terminate their agreements with us. The failure of our partners to meet their obligations, comply with legal requirements, adequately deploy resources or to satisfactorily resolve disputes with us could have an adverse effect on our business, financial condition or results of operations. If these or other factors limit our ability to successfully execute our strategic initiatives, our business activities, financial condition or results of operations may be adversely affected. In 2025 we also began offering new products to serve the health and wellness needs of our users and expect to continue to expand these offerings and available products in the future. Products and services in health and wellness, including any new products or services we may offer, may subject us to increased regulation and costly compliance efforts. For additional information on certain of the risks associated with our health and wellness services and products see “—Risks Related to Regulation and Litigation—Compounded drug products and dietary supplements offered through our platform are subject to extensive regulation, which may expose us to fines, penalties, seizures and injunctions under the 43 Table of Contents Federal Food, Drug, and Cosmetic Act (FDCA) and its implementing regulations.” and “—Risks Related to Regulation and Litigation—We and our partners are subject to extensive federal and state healthcare laws and regulations (in addition to the FDCA and FDA regulations) in the operation of our health and wellness services and may be subject to fines, penalties, and injunctions if we or our partners are found to be in violation of any of such laws and regulations.” We are subject to laws within and outside of the United States that impose strict requirements for processing personal data and significant penalties for non-compliance. Our actual or perceived failure to comply with such laws has in the past harmed our business, and could continue to harm our business in the future. In recent years, there has been an increase in attention to and regulation of data protection and data privacy across the globe, including in the United States, the European Union and the United Kingdom. For example, we are subject to the GDPR; the UK GDPR (i.e., the GDPR as it continues to form part of the law of the United Kingdom by virtue of section 3 of the EU (Withdrawal) Act 2018 and subsequently amended); the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, “CCPA”); and the Brazilian General Data Protection Law (“LGPD”). These laws impose strict requirements for processing personal data and impose significant fines for violations. For example, LGPD penalties may include fines of up to 2% of the organization’s revenue in Brazil in the previous year or 50 million reais (approximately $9.3 million U.S. dollars); and, under the GDPR and the UK GDPR, we may be subject to fines of up to €20 million/£17,500,000 or up to 4% of the total worldwide annual group turnover of the preceding financial year (whichever is higher), as well as face claims from individuals based on the GDPR and UK GDPR’s private right of action. Other comprehensive data privacy or data protection laws or regulations have been passed or are under consideration in other jurisdictions, including India and Japan, as well as various U.S. states. Laws such as these give rise to an increasingly complex set of compliance obligations on us, as well as on many of the third parties with whom we work. These obligations include, without limitation, imposing restrictions on our ability to gather personal data, providing individuals with the ability to opt out of certain personal data processing, imposing obligations on our ability to sell or share data with others, and potentially subject us to fines, lawsuits, and regulatory scrutiny, any of which may materially adversely affect our business, financial condition, and results of operations. The GDPR and the UK GDPR include obligations and restrictions concerning the consent and rights of individuals to whom personal data relates, the transfer of personal data out of the EEA and the United Kingdom, security breach notifications, and the security and confidentiality of personal data more generally, including more stringent requirements for personal data classified as “sensitive.” In addition, individuals have a right to compensation under the GDPR and the UK GDPR for financial or non-financial losses. To the extent we are determined or alleged to have been or be out of compliance with the GDPR, UK GDPR or e-Privacy legislation, such determination or allegation could materially adversely affect our business, financial condition, and results of operations. Because we do not have a main establishment in the European Union, we are subject to inquiries from any of the EEA and UK data protection regulators. Over the last few years, we have received and responded to inquiries from the Norwegian Data Protection Authority (“NDPA”), the Spanish Data Protection Authority, the Slovenian Data Protection Authority, the Greek Data Protection Authority, and the Austrian Data Protection Authority, among other non-EU data protection authorities, including the ICO. For example, in February 2026 we paid a NOK 65,000,000 fine (the equivalent of approximately $6,465,000 using the exchange rate as of December 31, 2025) based on a 2021 decision of the NDPA. These types of proceedings have caused us to incur significant expense, and we have been the subject of negative publicity. The existence of the Norway proceeding and the potential for similar proceedings has negatively impacted, and may again in the future negatively impact, our efforts to retain existing users and add new users and deteriorate our relationships with advertisers and other third parties. Additionally, we may face class action or similar group litigation in certain European jurisdictions, where legal frameworks and collective redress mechanisms allow large groups of plaintiffs to bring claims against companies for alleged violations of laws or regulations. Although class action lawsuits are less common in Europe compared to the United States, some EU countries have seen a rise in collective actions, particularly in areas like consumer protection, data privacy, and competition law. Notably, the transposition of Directive (EU) 2020/1828 across EU Member States has established or enhanced the framework for collective redress, enabling qualified entities like noyb (the European Center for Digital Rights) to represent groups of plaintiffs in data protection-related claims throughout the European Union. As a result, we could face significant legal and financial exposure, including reputational harm and substantial legal defense costs, even if we ultimately prevail in such actions. Additionally, as the legal and regulatory landscape for collective claims in Europe continues to evolve, our risk of exposure to such litigation may increase in the future. For example, in April 2025 we were served with proceedings in the English High Court, which proceedings were originally issued in April 2024, 44 Table of Contents brought by a UK law firm on behalf of over 10,000 alleged Grindr users from a period between 2009 and 2020 alleging unlawful processing of their personal data in breach of UK data protection laws and misuse of their private information. The claimants’ legal representatives have asserted that claimants may be entitled to damages of between £1,000 or £10,000, or more. Grindr denies liability. In addition, the United Kingdom’s exit from the European Union (“Brexit”) and ongoing developments in the United Kingdom could result in the application of new data privacy and protection laws and standards to our activities in the United Kingdom and our handling of personal data of users located in the United Kingdom. The relationship between the United Kingdom and the European Union in relation to certain aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations will develop in the medium to longer term. For example, the Data Use and Access Act 2025 introduced certain changes to the UK GDPR, including in relation to the use of cookies for statistical and analytics purposes, and through the introduction of certain “recognised” legitimate interests for which a legitimate interests assessment is not required. As a consequence of Brexit, we are exposed to two parallel regimes (the GDPR and the UK GDPR), each of which potentially authorizes similar, but separate, fines and other potentially divergent enforcement actions for the same alleged violations. In connection with the operation of our Woodwork business we have partnered with third parties and process health-related information on their behalf and are thus subject to the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and its implementing regulations (collectively, “HIPAA”) and other applicable U.S. health data protection and privacy laws. If we fail to comply with applicable laws or experience a data breach or other security incident, we could be subject to claims, investigations, enforcement actions, or litigation. If insurance coverage or the contractual indemnification we have is insufficient to satisfy claims made against us, the claims could have an adverse effect on our business and financial condition. Moreover, we may become subject to stringent data localization or transfer requirements, particularly for any data transfer from Europe and other jurisdictions to the United States or other countries, and we may be required to review and amend the legal mechanisms by which we make available or transfer personal data with third parties. As supervisory authorities issue further guidance on data export mechanisms, we could suffer additional costs, complaints, and/or regulatory investigations or fines if our compliance efforts are not deemed sufficient. In addition, if we are unable to transfer personal data between and among countries, it could affect the manner in which we provide our products and services or the location or segregation of our systems and operations, and adversely affect our financial results. In the event any court blocks direct collection of personal data or personal data transfers to or from a particular jurisdiction, this could give rise to operational interruption in the performance of services for customers, greater costs to implement permissible alternative data transfer mechanisms, regulatory liabilities, or reputational harm and negative publicity. Failure to comply with the evolving interpretation of data privacy and data protection laws could subject us to liability, and to the extent that we need to alter our business model or practices to adapt to these obligations, or to respond to further inquiries regarding our compliance with privacy and data protection laws, we could incur additional and significant expenses, which may in turn materially adversely affect our business, financial condition, and results of operations. Additionally, the U.S. Department of Justice issued a rule entitled the Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons, which places additional restriction on certain data transactions involving countries of concern (e.g., China, Russia, Iran) and covered persons (i.e., individuals and entities who are designated as such by the U.S. Attorney General or considered “foreign persons” and are majority owned by, organized under the laws of, a primary resident in, or a contractor of, a covered person or country of concern, as applicable) that may impact certain business activities such as vendor engagements, sale or sharing of data, employment of certain individuals, and investor agreements. Violations of the rule could lead to significant civil and criminal fines and penalties. The rule applies regardless of whether data is anonymized, key-coded, pseudonymized, de-identified or encrypted, and may impact our ability to engage in certain transactions or agreements. Compounded drug products and dietary supplements offered through our platform are subject to extensive regulation, which may expose us to fines, penalties, seizures and injunctions under the Federal Food, Drug, and Cosmetic Act (FDCA) and its implementing regulations. In May 2025 we launched Woodwork by Grindr, a telehealth service that facilitates access to health care professionals employed by our partners who may, for eligible patients, make treatments available and prescribe certain medications, including, but not limited to, controlled substances and compounded medications, for erectile dysfunction, weight loss, low testosterone, vitality, muscle gain, and energy, through third-party pharmacy partners. Certain of these products are compounded drug products under Section 503A of the FDCA, which provides for certain FDA exemptions, including those that require premarket approval and labeling that bears with adequate directions for use. To market our products under these exemptions, we must comply with all Section 503A requirements. 45 Table of Contents Section 503A permits compounding by a licensed pharmacist or physician of a drug that is not “essentially a copy” of a commercially available FDA-approved drug based on the receipt of a valid prescription for an individual patient. 503A pharmacies are not subject to cGMP requirements. Compounding under 503A is primarily regulated by state pharmacy laws and regulations governing pharmacy operations. These laws and regulations often include specific requirements for compounding operations, including requirements for licensing of pharmacists, pharmacy technicians, and pharmacies; supervision and training; inspections; sterility assurance; and recordkeeping, among other requirements. Regulations are updated periodically, generally under the jurisdiction of individual state boards of pharmacy. Failure to comply with the state pharmacy regulations of a particular state could result in a pharmacy being prohibited from operating in that state, financial penalties, and/or becoming subject to additional oversight from that state’s board of pharmacy. In addition, many states are considering imposing, or have already begun to impose, more stringent requirements on compounding operations. If insurance coverage or contractual indemnification we have is insufficient to satisfy claims made against us, the claims could have an adverse effect on our business and financial condition. Compounding pharmacies subject to Section 503A of the FDCA and outsourcing facilities subject to Section 503B of the FDCA have recently been subject to increased scrutiny of their compounding activities by the FDA and state regulatory agencies. A governmental inquiry or action or litigation could be brought against us, our third-party telehealth provider, or the dispensing compounding pharmacy. In such a case, we may experience negative publicity and reputational harm, and additional expense required to respond to the injury, action, or litigation. Manufacturers of FDA-approved GLP-1 medications have brought private actions against compounders and outsourcing facilities, as well as prescribers of compounded medications, including against med-spas, medical practices, and telehealth providers. Similar litigation could be filed against us. Additionally, many FDA-approved GLP-1 medications have protected intellectual property, for example, related to their formulations and methods of use that other parties may use. The parties that own this intellectual property may file claims against us for infringement and other claims relating to their intellectual property, which could result in adverse judgments including fines or equitable relief, and adversely affect our ability to effectively compete. While we believe the compounded drug products available through our platform satisfy Section 503A of the FDCA, and therefore are exempted from many regulatory requirements, if the FDA were to determine that such drugs do not satisfy Section 503A, FDA would have to approve a new drug application for the drugs currently dispensed by the 503A facility before they could be lawfully sold or otherwise distributed in interstate commerce. Failure to comply with Section 503A or obtain FDA approval to market the drugs could result in an enforcement action, including injunction, seizure, civil fine, and criminal penalties, or the issuance of an FDA warning or untitled letter. Other federal and state enforcement authorities might also take action against us if they determine that compounded drug products available through our platform or the advertisements or promotional activities of such products do not meet applicable legal or regulatory requirements. The FDA or other federal, state, or foreign enforcement authorities may also take action if they determine our health and wellness services, related products, and promotional activities do not meet applicable legal requirements. For example, as part of the Make America Healthy Again (MAHA) Commission’s Strategy Report, the current Administration signaled an initiative to tighten controls over direct-to-consumer pharmaceutical advertising, with a particular focus on social media and digital platforms. In September 2025, the FDA announced that it had dispatched thousands of letters warning pharmaceutical companies to remove misleading ads, and in March 2026, the FDA announced the issuance of 30 warning letters to telehealth companies for making false or misleading claims regarding compounded GLP-1 products on their websites. Moreover, in February 2026, the FDA issued a statement indicating that the agency intends to restrict GLP-1 active pharmaceutical ingredients intended for use in non-FDA-approved compounded drugs that are being mass-marketed as similar alternatives to FDA-approved drugs. In addition, Woodwork markets dietary supplements, which are subject to regulation by the FDA under the FDCA, as amended by the Dietary Supplement Health and Education Act of 1994 (“DSHEA”), and the regulations promulgated thereunder. These laws and regulations govern, among other things, product formulation, manufacturing, labeling, packaging, storage, distribution, marketing claims, and recordkeeping. Although DSHEA permits dietary supplements to make certain substantiated structure/function claims, dietary supplements generally may not be marketed with claims to diagnose, mitigate, treat, cure, or prevent disease without being regulated as drugs. FDA regulations applicable to dietary supplements also impose cGMP requirements intended to ensure the quality of dietary supplements and the accuracy of their labeling. Regulatory or enforcement actions by the FDA or other federal or state authorities could harm our reputation and have a material adverse effect on our business, financial condition, and results of operations. Further, the Administration’s enforcement priorities and policies under the FDCA and its implementing regulations are subject to change at any time. Shifts in these policies and any resulting regulatory or enforcement actions by federal or state agencies could adversely affect our business, financial condition, and results of operations. 46 Table of Contents We and our partners are subject to extensive federal and state healthcare laws and regulations (in addition to the FDCA and FDA regulations) in the operation of our health and wellness services and may be subject to fines, penalties, and injunctions if we or our partners are found to be in violation of any of such laws and regulations. The products and services we offer in connection with Woodwork currently and may in the future offer as we expand our health and wellness initiative and our arrangements with third-parties in carrying out these services expose us to broadly applicable federal and state fraud and abuse and other healthcare laws and regulations, including anti-kickback, self-referral, health information privacy and security, state corporate practice of medicine, fee-splitting, and professional licensing restrictions and standards. In certain jurisdictions, the corporate practice of medicine (“CPOM”) doctrine generally prohibits non-physicians from practicing medicine, employing physicians to provide clinical services, or otherwise exercising undue influence or control over medical decisions of physicians, among other things. Many states also limit the extent to which nurse practitioners and physician assistants can practice independently. Additionally, the practice of medicine is subject to various federal, state, and local certification and licensing laws, regulations, approvals and standards, relating to, among other things, the qualifications of the provider, the practice of medicine (including specific requirements when providing health care utilizing telehealth technologies and the provision of remote care), the continuity and adequacy of medical care, the maintenance of medical records, the supervision of personnel, and the prerequisites for prescribing medication and ordering of tests. Through our Woodwork business, we are now associated with, and may in the future become associated with, third-party telehealth providers or equivalent entities (“Affiliated Telehealth Providers”), including OpenLoop. We are dependent on our relationships with Affiliated Telehealth Providers, which we do not own or control, and our business would be adversely affected if those relationships were disrupted. We and the Affiliated Telehealth Providers may suffer losses or reputational harm from medical malpractice liability, professional liability or other claims against the healthcare professionals employed by, or contracting with, Affiliated Telehealth Providers. Affiliated Telehealth Providers may provide inappropriate medical treatment, fail to follow procedures or guidelines, engage in services outside the scope of their practice, or engage in unprofessional conduct or other activities that could lead to claims, significant defense costs, reputational harm, negative publicity, increased scrutiny by regulators and payors, or other risks, which may adversely affect our business. We and/or the Affiliated Telehealth Providers may be unable to obtain or maintain adequate insurance against these claims. Healthcare professionals providing telehealth services have become subject to a number of lawsuits alleging malpractice and some of these lawsuits may involve large claims and significant defense costs. It is possible that these claims could also be asserted against us and potential litigation may include us as an additional defendant. Any suits against us, or Affiliated Telehealth Providers, if successful, could result in substantial damage awards to the claimants that may exceed the limits of any applicable insurance coverage. Although we do not control the practice of telehealth by the Affiliated Telehealth Providers, it could be asserted that we should be held liable for malpractice of a healthcare professional employed or contracted by a Affiliated Telehealth Providers. In addition, regulation of telehealth is evolving, and the application, interpretation and enforcement of laws, regulations and standards with respect to telehealth can be uncertain or uneven. Further, any compensation arrangement with our healthcare partners must be structured to comply with applicable state anti-kickback and self-referral restrictions. At present time, we offer any health and wellness services as cash-pay only. To the extent that we expand our health and wellness offerings to include reimbursement from third-party payors, we may become subject to additional federal and state healthcare laws, such as the federal Anti-Kickback Statute. It is possible that governmental authorities will conclude that our business practices may not comply with current or future healthcare statutes, regulations or related case law. If our operations are found to be in violation of any of these laws or regulations, we could be required to curtail or restructure our operations, and we could be subject to significant regulatory and/or legal enforcement actions, including injunctions, seizures, imprisonment, disgorgement, exclusion from participation in healthcare programs, additional reporting obligations and oversight obligations, civil fines, and criminal penalties. Any regulatory or legal enforcement actions by federal or state enforcement authorities against us or our partners could harm our reputation and have a material adverse effect on our and our partners’ business, financial condition, and results of operations. Further, these healthcare laws are subject to change at any time. Any changes in these laws may adversely affect our and our partners’ business, financial condition, and results of operations. 47 Table of Contents