Match : 2024 Annual Report Definitive 2025 Proxy Statement

Published: 2025-04-29 10:03:51 ET MTCH

April 29, 2025

Dear Stockholder:

You are invited to attend the Annual Meeting of Stockholders of Match Group, Inc., which will be held on June 18, 2025, at 11:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting, conducted solely online. Stockholders must pre-register to attend the Annual Meeting no later than 11:00 a.m. Eastern Time on June 17, 2025. To pre-register to participate in the virtual meeting, go to https://www.cesonlineservices.com/mtch25_vm and enter the control number included in your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials. Once you have pre-registered, you will receive a confirmation email with information on how to attend and vote at the meeting. If the voting instruction form that you received does not indicate that you may vote your shares through the https://www.cesonlineservices.com/mtch25_vm website, you should contact your bank, broker or other nominee (preferably at least 5 days before the meeting) and obtain a "legal proxy" (which will contain a control number that will allow you to pre-register to attend, participate in or vote at the meeting).

At the Annual Meeting, stockholders will be asked to: (1) elect three directors, (2) approve, on a nonbinding advisory basis, the compensation paid to our named executive officers in 2024, (3) approve the Match Group, Inc. Amended and Restated 2024 Stock and Annual Incentive Plan, (4) ratify the appointment of Ernst & Young as Match Group's independent registered public accounting firm for the 2025 fiscal year and (5) approve an amendment to Match Group's Certificate of Incorporation to declassify its Board of Directors (the "Board"). Match Group's Board of Directors believes that the proposals being submitted for stockholder approval are in the best interests of Match Group and its stockholders. The Board recommends a vote consistent with the Board's recommendation for each proposal.

It is important that your shares be represented and voted at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to participate in the Annual Meeting online, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting online, you may vote your shares online at that time if you wish, even if you have previously submitted your vote.

Sincerely,

Spencer Rascoff

Chief Executive Officer

To the Stockholders:

Match Group, Inc. ("Match Group" or the "Company") is making this proxy statement available to holders of our common stock in connection with the solicitation of proxies by Match Group's Board of Directors (the "Board") for use at the Annual Meeting of Stockholders to be held on June 18, 2025, at 11:00 a.m. Eastern Time (the "Annual Meeting"). The Annual Meeting will be a virtual meeting, conducted solely online. We believe that a virtual meeting provides expanded access, improved communication, and cost savings. Stockholders must pre-register to attend the Annual Meeting no later than 11:00 a.m. Eastern Time on June 17, 2025. To pre-register to participate in the virtual meeting, go to https://www.cesonlineservices.com/mtch25_vm and enter the control number included in your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials. Once you have pre-registered, you will receive a confirmation email with information on how to attend and vote at the meeting. If the voting instruction form that you received does not indicate that you may vote your shares through the https://www.cesonlineservices.com/mtch25_vm website, you should contact your bank, broker or other nominee (preferably at least 5 days before the meeting) and obtain a "legal proxy" (which will contain a control number that will allow you to pre-register to attend, participate in or vote at the meeting). At the Annual Meeting, stockholders will be asked to:

elect three members of our Board, each to hold office for a three-year term ending on the date of the annual meeting of stockholders in 2028 or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from our Board of Directors);

hold an advisory vote on executive compensation;

approve the Match Group, Inc. Amended and Restated 2024 Stock and Annual Incentive Plan;

ratify the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2025 fiscal year;

approve an amendment to Match Group's Certificate of Incorporation to declassify the Board; and

transact such other business as may properly come before the meeting and any related adjournments or postponements.

Match Group's Board of Directors has set April 24, 2025 as the record date for the Annual Meeting. This means that holders of record of our common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

As permitted by applicable Securities and Exchange Commission rules, on or about April 29, 2025, we first mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and 2024 Annual Report on Form 10-K online, as well as instructions on how to obtain printed copies of these materials by mail.

This proxy statement and the 2024 Annual Report on Form 10-K are available at https://www.eproxyaccess.com/mtch2025 beginning on April 29, 2025.

By order of the Board of Directors,

April 29, 2025

Sean Edgett

Chief Legal Officer and Secretary

This proxy statement may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that are not historical facts are "forward looking statements." The use of words such as "anticipates," "estimates," "expects," "plans" and "believes," among others, generally identify forward-looking statements.

These forward-looking statements include, among others, statements relating to: Match Group's future financial performance, Match Group's business prospects and strategy, anticipated trends, and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: our ability to maintain or grow the size of our user base and convert users to paying users, competition, the limited operating history of some of our brands, our ability to attract users to our services through cost-effective marketing and related efforts, our ability to distribute our services through third parties and offset related fees, risks relating to our use of artificial intelligence, foreign currency exchange rate fluctuations, the integrity and scalability of our systems and infrastructure (and those of third parties) and our ability to adapt ours to changes in a timely and cost-effective manner, our ability to protect our systems from cyberattacks and to protect personal and confidential user information, impacts to our offices and employees from more frequent extreme weather events, risks relating to certain of our international operations and acquisitions, damage to our brands' reputations as a result of inappropriate actions by users of our services, and macroeconomic conditions. Certain of these and other risks and uncertainties are discussed in Match Group's filings with the Securities and Exchange Commission. Other unknown or unpredictable factors that could also adversely affect Match Group's business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of Match Group management as of the date of this proxy statement. Match Group does not undertake to update these forward-looking statements.

Section

Questions and Answers About the Annual Meeting and Voting

Proposal 1-Election of Directors

Information Concerning Director Nominees and Other Members

Corporate Governance

The Board and Board Committees

Proposal 2-Advisory Vote on Executive Compensation

Proposal 3-Approval of the Amended and Restated 2024 Stock and Annual Incentive Plan

Proposal 4-Ratification of Appointment of Independent Registered Public Accounting Firm

Proposal 5-Management Proposal to Amend Match Group's Certificate of Incorporation to Declassify the Board

Audit Committee Matters

Audit Committee Report

Fees Paid to Our Independent Registered Public Accounting Firm

Audit and Non-Audit Services Pre-Approval Policy

Information Concerning Match Group Executive Officers Who Are Not Directors

Compensation Discussion and Analysis

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Executive Compensation

2024 Summary Compensation Table

Grants of Plan-Based Awards in 2024

Outstanding Equity Awards at 2024 Fiscal Year-End

2024 Option Exercises and Stock Vested

Estimated Potential Payments Upon Termination or Change in Control

CEO Pay Ratio

Equity Compensation Plan Information

Pay Versus Performance

Director Compensation

Security Ownership of Certain Beneficial Owners and Management

Certain Relationships and Related Person Transactions

Annual Reports

Stockholder Proposals and Director Nominees for Presentation at the 2026 Annual Meeting

Householding

Notice of Internet Availability of Proxy Materials

Appendix A-Match Group, Inc. Amended and Restated 2024 Stock and Annual Incentive Plan

A-1

Appendix B-1-Proposed Amendments to the Certificate of Incorporation

B-1-1

Appendix B-2-Proposed Amendments to the Certificate of Incorporation

B-2-1

Appendix B-3-Proposed Second Amended and Restated Certificate of Incorporation

B-3-1

A: These proxy materials relate to the Match Group, Inc. Board of Director's solicitation of your proxy for use at our Annual Meeting to be held virtually on https://www.cesonlineservices.com/mtch25_vm. The following questions and answers provide guidance on how to vote your shares.

Our Board of Directors (the "Board") is soliciting proxies for our Annual Meeting. You are receiving these proxy materials, which include this Proxy Statement, the enclosed proxy card or voting instruction form, and the Annual Report, because you owned shares of our common stock as of the close of business on the record date. These proxy materials are first being mailed on or about April 29, 2025 to stockholders of record as of the record date. This proxy statement and our 2024 Annual Report on Form 10-K will also be available at https://www.eproxyaccess.com/mtch2025 beginning on April 29, 2025.

You are invited to participate in the Annual Meeting online and we request that you vote on the proposals described in this Proxy Statement. However, you do not need to participate in the Annual Meeting to vote your shares. Instead, you may simply complete, sign, date and return the enclosed proxy card or voting instruction form or submit your proxy through the Internet or by telephone according to the instructions contained in the Notice of Internet Availability of Proxy Materials, enclosed proxy card or voting instruction form.

Due to possible delays in the postal system, we are encouraging all stockholders to vote electronically-by Internet or by telephone-whenever possible.

A: In accordance with rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to deliver this proxy statement and our 2024 Annual Report on Form 10-K to the majority of our stockholders online in lieu of mailing printed copies of these materials to each of our stockholders. If you received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail, you will not receive printed copies of our proxy materials unless you request them. Instead, the Notice provides instructions on how to access this proxy statement and our 2024 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that this process allows us to provide our stockholders with the information they need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of, and lowering the costs associated with, the printing and distribution of our proxy materials.

If you received a Notice by mail but would rather receive printed copies of our proxy materials, please follow the instructions included in the Notice. You will not receive a Notice if you have previously elected to receive printed copies of our proxy materials.

A: No. However, the Notice provides instructions on how to vote your shares by way of completing and submitting your proxy online or by phone, by requesting and returning a written proxy card by mail or by voting at the Annual Meeting online at https://www.cesonlineservices.com/mtch25_vm.

A: The Annual Meeting will be accessible only through the Internet. We have adopted a virtual format for the Annual Meeting to make participation accessible for stockholders from any geographic location with Internet connectivity.

Stockholders must pre-register to attend the Annual Meeting no later than 11:00 a.m. Eastern Time on June 17, 2025. To pre-register to participate in the virtual meeting, go to https://www.cesonlineservices.com/mtch25_vm and enter the control number included in your Notice, proxy card or the instructions that accompanied your proxy materials. Once you have pre-registered, you will receive a confirmation email with information on how to attend and vote at the meeting. If the voting instruction form that you received does not indicate that you may vote your shares through the https://www.cesonlineservices.com/mtch25_vm website, you should contact your bank, broker or other nominee (preferably at least 5 days before the meeting) and obtain a "legal proxy" (which will contain a control number that will allow you to pre-register to attend, participate in or vote at the meeting).

Stockholders may submit questions during the Annual Meeting by entering them in the 'Ask a Question' box located on the virtual meeting site. A copy of the rules of conduct will be available online at the Annual Meeting. We will

address questions applicable to Match Group's business during a question and answer session following the conclusion of the formal portion of the Annual Meeting. If we receive substantially similar questions, we plan to group such questions together and provide a single response to avoid repetition and allow time for additional question topics.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the meeting, and you should allow ample time to ensure your ability to access the meeting. Participants should ensure that they have a reliable Internet connection wherever they intend to participate in the Annual Meeting.

A: Holders of common stock of Match Group, Inc. ("Match Group" or the "Company") as of the close of business on April 24, 2025, the record date for the Annual Meeting established by the Board, are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

At the close of business on April 24, 2025, there were 245,225,322 shares of Match Group common stock outstanding and entitled to vote. Holders of Match Group common stock are entitled to one vote per share.

A: On each matter to be voted upon, holders of common stock will have one vote for each share of common stock they owned as of the close of business on April 24, 2025, the record date for the Annual Meeting.

A: If your Match Group shares are registered in your name, you are a stockholder of record. If your Match Group shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.

You may examine a list of the stockholders of record at the close of business on April 24, 2025 for any purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding the date of the meeting at our Dallas offices, located at 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231.

A: The presence at the Annual Meeting, in person or by proxy, of holders of shares of Match Group common stock representing a majority of the voting power of Match Group common stock entitled to vote at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online at https://www.cesonlineservices.com/ mtch25_vm will be deemed to be present for purposes of determining whether a quorum has been met. Shares of Match Group common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum (including abstentions and broker non-votes).

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

Proposal 1-to elect three members of Match Group's Board of Directors, each to hold office for a three-year term ending on the date of the annual meeting of stockholders in 2028 or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from Match Group's Board of Directors);

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

Proposal 3-to approve the Match Group, Inc. Amended and Restated 2024 Stock and Annual Incentive Plan (the "2024 Stock Plan Proposal");

Proposal 4-to ratify the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2025 fiscal year;

Proposal 5-to approve an amendment to Match Group's Certificate of Incorporation to declassify the Board; and

to transact such other business as may properly come before the Annual Meeting and any related adjournments or postponements.

A: If you hold your Match Group shares in street name, you must provide your broker, bank or other holder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank or other holder of record in their discretion depends on the type of item being considered for a vote.

Non-Discretionary Items. The election of directors, the say on pay proposal, the 2024 Stock Plan Proposal, and the declassification proposal are non-discretionary items and may not be voted on by your broker, bank or other holder of record absent specific voting instruction from you. "Broker non-votes" refer to shares held by a broker, bank or other holder of record that are present at the Annual Meeting, but the beneficial owner has not instructed such broker, bank or other holder of record how to vote the shares on a particular proposal, and the broker, bank or other holder of record does not have discretionary voting power on the proposal.

Discretionary Items. The ratification of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2025 fiscal year is a discretionary item. Generally, brokers, banks and other holders of record that do not receive voting instructions may vote on this proposal in their discretion.

A: You may vote "For" or "Withhold" on each of the nominees for election as a director.

The election of directors will be considered a contested election under Article II Section 9 of Match Group's Bylaws because the number of nominees exceeded the number of directors to be elected as of the 10th day preceding the date Match Group first mailed the Notice. As a result, all director nominees will be elected by a plurality of votes cast at the election of directors, assuming a quorum is present. "Withhold" votes, failure to vote and any broker non-votes will not be counted as votes cast and will result in the applicable nominee(s) receiving fewer votes cast "FOR" such nominee(s).

The Board recommends that our stockholders vote "FOR" the election of each of the Board's director nominees (Stephen Bailey, Melissa Brenner and Kelly Campbell).

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

Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote "Against" this proposal. Broker non-votes are not entitled to vote on this proposal and, as a result, will have no effect on the outcome of this proposal.

The Board recommends that our stockholders vote "FOR" the say on pay proposal.

A: You may vote "For," "Against" or "Abstain" on the 2024 Stock Plan Proposal.

The approval of the 2024 Stock Plan Proposal requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter.

The Board recommends that our stockholders vote "FOR" the 2024 Stock Plan Proposal.

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

The ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2025 fiscal year requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter.

Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote "Against" this proposal. This proposal is a "discretionary" item. Therefore, if you hold your shares in street name and do not provide voting instructions to your broker, bank, or other holder of record that holds your shares, your broker, bank, or other holder of record that holds your shares has discretionary authority to vote your shares on this proposal.

The Board recommends that our stockholders vote "FOR" the ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2025 fiscal year.

A: You may vote "For," "Against" or "Abstain" on the proposal to amend Match Group's Certificate of Incorporation to declassify the Board.

The approval of the amendment to Match Group's Certificate of Incorporation to declassify the Board requires the affirmative vote of a majority of the outstanding shares of Match Group common stock entitled to vote on the matter.

Because the approval of the proposal to amend Match Group's Certificate of Incorporation to declassify the Board requires the affirmative vote of a majority of the outstanding shares of Match Group common stock entitled to vote on the matter (whether or not such shares are present or represented by proxy at the Annual Meeting), abstentions and broker non-votes have the same effect as a vote "AGAINST" this proposal.

The Board recommends that our stockholders vote "FOR" the proposal to amend Match Group's Certificate of Incorporation to declassify the Board.

Proposal

Voting Options and Board

Recommendation

Voting Standard

Effect of Abstentions or

"Withhold" Votes

Effect of Broker Non-

Votes

Proposal 1: Election of

FOR OR WITHHOLD

Plurality of votes cast

No effect - not counted

No effect - broker

Directors

(for each nominee for director)

as a vote

discretionary voting is

The Board recommends a vote

not permitted

"FOR" each of the three Match

Group nominees for director

Proposal 2: Advisory Vote

FOR, AGAINST or ABSTAIN

Majority of the shares

Same effect as a vote

No effect - broker

on Executive

The Board recommends a vote

present and entitled to

AGAINST the proposal

discretionary voting is

Compensation

"FOR" the advisory vote on

vote on the matter

not permitted

executive compensation

Proposal 3: Approval of

FOR, AGAINST or ABSTAIN

Majority of the shares

Same effect as a vote

No effect - broker

the Amended and

The Board recommends a vote

present and entitled to

AGAINST the proposal

discretionary voting is

Restated 2024 Stock and

"FOR" the approval of the

vote on the matter

not permitted

Annual Incentive Plan

Amended and Restated 2024

Stock and Annual Incentive

Plan

Proposal 4: Ratification of

FOR, AGAINST or ABSTAIN

Majority of the shares

Same effect as a vote

No broker non-votes are

the Appointment of Ernst

The Board recommends a vote

present and entitled to

AGAINST the proposal

expected - broker

& Young

"FOR" the ratification

vote on the matter

discretionary voting is

permitted

Proposal 5: Management

FOR, AGAINST or ABSTAIN

Majority of the

Same effect as a vote

Proposal to Amend Match

The Board recommends a vote

outstanding shares of

AGAINST the proposal

AGAINST the proposal -

Group's Certificate of

"FOR" the amendment to the

stock entitled to vote

broker discretionary

Incorporation to

Certificate of Incorporation to

on the matter

voting is not permitted

Declassify the Board

declassify the Board

A: As of the date of this proxy statement, we did not know of any matters to be raised at the Annual Meeting, other than those referred to in this proxy statement.

If any other matters are properly presented at the Annual Meeting for consideration, the three Match Group officers who have been designated as proxies for the Annual Meeting, Sean J. Edgett, Philip D. Eigenmann and Francisco J. Villamar, will have the discretion to vote on those matters for stockholders who have submitted their executed proxy.

A: Match Group's Board of Directors is soliciting proxies for use at the Annual Meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares in any of the following three ways:

Submitting a proxy online: Submit your proxy online by following the instructions on your enclosed proxy card;

Submitting a proxy by telephone: Submit your proxy by telephone by following the instructions on your enclosed proxy card. Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 17, 2025; or

Submitting a proxy by mail: If you choose to submit your proxy by mail, simply mark, date and sign your proxy, and return it in the postage-paid envelope provided.

You may also participate in the Annual Meeting online at https://www.cesonlineservices.com/mtch25_vm and vote your shares online at that time, even if you have previously submitted your vote. Stockholders must pre-register to participate in the Annual Meeting no later than 11:00 a.m. Eastern Time on June 17, 2025. To pre-register to participate in the virtual meeting, go to https://www.cesonlineservices.com/mtch25_vm and enter the control number included in your Notice, proxy card or the instructions that accompanied your proxy materials. Once you have pre-

registered, you will receive a confirmation email with information on how to attend and vote at the meeting. If the voting instruction form that you received does not indicate that you may vote your shares through the https://www.cesonlineservices.com/mtch25_vm website, you should contact your bank, broker or other nominee (preferably at least 5 days before the meeting) and obtain a "legal proxy" (which will contain a control number that will allow you to pre-register to attend, participate in or vote at the meeting). To vote your shares online, you will need to use the "Stockholder Ballot" link located on the virtual meeting site.

For Match Group shares held in street name, holders may submit a proxy online or by telephone if their broker, bank or other holder of record makes these methods available. If you submit a proxy online or by telephone, do not request and return a printed proxy card from Match Group or from your broker, bank or other holder of record. If you hold your shares through a broker, bank or other holder of record, follow the voting instructions you receive from your broker, bank or other holder of record.

If your shares are held by a broker, then the broker will ask you how you want your shares to be voted. You may instruct your broker or other nominee to vote your shares by following instructions that the broker or nominee provides to you. Most brokers offer voting by mail, by telephone, and online. You may submit new voting instructions by contacting your broker or other nominee or by voting at the Annual Meeting. Please note that in order to attend and vote at the Annual Meeting, you must have pre-registered for the meeting no later than 11:00 a.m. Eastern Time on June 17, 2025 and provide a ''legal proxy" from your broker or nominee. Once you have pre-registered, you will receive a confirmation e-mail with information on how to attend and vote at the Annual Meeting.

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

submitting a later-dated proxy relating to the same shares online, by telephone or by mail prior to the vote at the Annual Meeting. Online and telephone proxy voting are available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 17, 2025;

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

participating in the Annual Meeting and voting online at that time at https://www.cesonlineservices.com/mtch25_vm (although online attendance at the Annual Meeting will not, by itself, change your vote or revoke a proxy, and stockholders must pre-register to participate in the Annual Meeting no later than 11:00 a.m. Eastern Time on June 17, 2025).

If you hold your shares through a broker, bank or other holder of record, follow the instructions that you receive from your broker, bank or other holder of record if you wish to change your vote or revoke your proxy.

A: Only stockholders and persons holding proxies from stockholders may participate in the Annual Meeting. To participate in the Annual Meeting, stockholders must pre-register to attend the Annual Meeting no later than 11:00

a.m. Eastern Time on June 17, 2025. To pre-register to participate in the virtual meeting, go to https://www.cesonlineservices.com/mtch25_vm and enter the control number included in your Notice, proxy card or the instructions that accompanied your proxy materials and follow the instructions provided.

A: If you return a signed proxy card or voting instruction form without indicating your vote (and the proxy is not revoked), your shares will be voted in accordance with the Board's recommendations, meaning they will be voted "FOR" the election of all director nominees, "FOR" the say on pay proposal, "FOR" the 2024 Stock Plan Proposal, "FOR" the ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2025 fiscal year and "FOR" the approval of the amendment to Match Group's Certificate of Incorporation to declassify the Board.

A: If you vote for fewer than three nominees for director, your shares will only be voted "FOR" those nominees you have so marked. No discretionary authority is available to vote shares represented by an undervoted proxy card for the remaining director seats up for election.

A: Match Group bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitations by mail, directors, officers and employees of Match Group may solicit proxies from stockholders by telephone, email, letter, facsimile or in person. Following the initial mailing of the Notice and proxy materials, Match Group will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of Match Group common stock and to request authority for the exercise of proxies. In such cases, Match Group, upon the request of these holders, will reimburse these parties for their reasonable expenses.

In addition, our directors, officers, and employees may solicit proxies by telephone or other means of communication personally. Our directors, officers and employees will receive no additional compensation for these services other than their regular compensation.

A: If you have any questions about the Annual Meeting, the various proposals to be voted at the Annual Meeting, and/or how to participate in the Annual Meeting online at https://www.cesonlineservices.com/mtch25_vm and vote at that time, or would like copies of any of the documents referred to in this proxy statement, contact Match Group Investor Relations at [email protected].

A: If you have any questions or need assistance voting, please contact our proxy solicitor, Innisfree M&A Incorporated, at (877) 750-8269 (toll-free from the U.S. and Canada), or (412) 232-3651 (from other countries).

The following nominees have been selected by the Nominating Committee and approved by the Board for submission to our stockholders, each to serve a three-year term expiring at the annual meeting of Match Group's stockholders in 2028 or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from the Board):

Stephen Bailey;

Melissa Brenner; and

Kelly Campbell.

Information concerning the director nominees appears below. Mr. Bailey and Ms. Brenner are incumbent directors of Match Group. Each of the Board's nominees has agreed to serve if elected. If any nominee becomes unavailable to serve before the Annual Meeting, the Board may designate a substitute nominee and the persons named as proxies may, in their discretion, vote your shares for the substitute nominee. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting. At this time, the Board knows of no reason why any of the Board's nominees would not be able to serve as a director if elected.

The Board unanimously recommends that you vote "FOR" all three nominees listed on the Notice or the enclosed proxy card or voting instruction form and as the Board recommends on all other proposals recommended by the Board.

If you are a registered holder and submit a validly executed proxy card but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board's recommendation with respect to the proposal, i.e., "FOR" the nominees proposed by your Board and named in this proxy statement.

If you are a beneficial holder and properly mark, sign and return your voting instruction form by mail or complete your proxy via Internet or by telephone, your shares will be voted as you direct your bank or broker. If you date, sign and return your voting instruction form but do not specify how you want your shares voted with respect to the election of directors, they will be voted "FOR" the nominees proposed by your Board and named in this proxy statement. It is therefore

important that you provide specific instructions to your broker or bank regarding the election of directors so that your vote with respect to this item is counted.

Background information about each director nominee recommended by the Board and other directors serving unexpired terms is set forth below, including information regarding the specific experiences, characteristics, attributes and skills that the Nominating Committee and the Board considered in determining that each director should serve on the Board, and which the Nominating Committee and the Board believe provide Match Group with the perspective and judgment needed to guide, monitor and execute its strategies. Alan Spoon, an incumbent Board member whose current term expires at the Annual Meeting, has notified the Board of his decision to not stand for re-election.

Nominees for election at the Annual Meeting to a term expiring in 2028:

Mr. Bailey provides valuable perspective on leadership, business growth, and strategy and development from his experience as Founder and CEO of ExecOnline and CEO and Chief Product Officer of Frontier Strategy Group (FSG)

He has first-hand experience in growing businesses from early-stage start-ups into companies that serve significant audiences across a range of international markets and functions

Mr. Bailey has extensive executive management experience which gives him insight into business strategy, leadership and marketing

Deep knowledge of leadership development, executive coaching and succession planning

Expertise in business development, consumer-facing technology and management processes gained as a technology company founder

2019 - Present: Board Trustee, Prospect Schools (a charter school network in New York City)

2011 - Present: Co-Founder and CEO, ExecOnline (a leading provider of B2B leadership development solutions)

2006 - Present: Board Chair, Truman Center for National Policy

2006 - 2011: CEO, Frontier Strategy Group

2004 - 2006: Associate, Wilmer Hale

2024 - Present: Ibotta, Inc.

Ms. Brenner has extensive marketing and executive management expertise from her experience in a variety of marketing, advertising and digital media roles with the National Basketball Association ("NBA")

Ms. Brenner brings to the Board valuable experience leading the development, oversight and implementation of a global digital strategy and emerging technology initiatives, including the use of artificial intelligence and virtual reality

Through her sophisticated understanding of social / digital media communities and network building, she makes valuable contributions to Match Group's strategy and the Board's oversight of the Company's portfolio of brands

Ms. Brenner further expands the Board's skills in digital products and mobile applications, as well as developing and growing a brand's online presence

Deep experience in social media and digital products, having led groundbreaking deals for the NBA with leading social media companies such as Facebook, Twitter (X) and Snapchat

Deep understanding of structure, operations and cost management in an international organization

2018 - Present: Executive Vice President, NBA

2014 - 2017: Senior Vice President, Digital Media, NBA

2013 - 2014: Senior Vice President, Marketing, NBA

2007 - 2013: Vice President, Marketing, NBA

1997 - 2007: Various leadership roles in consumer products marketing and advertising,

Ms. Campbell has nearly 20 years of leadership experience across streaming, digital media, marketing, technology, and direct-to-consumer businesses

As President of Peacock, she was responsible for growing NBCUniversal's streaming business and leading the platform's go-forward strategy

Under her leadership, Peacock achieved record growth and was the fastest-growing streaming service in the U.S. for two consecutive years, supported by marquee experiences like Peacock's Paris Olympics hub and the first exclusive streaming of an NFL playoff game

Ms. Campbell previously served as President of Hulu, where she led its subscription and live TV streaming businesses and oversaw its integration into Disney

She brings a deep understanding of brand, technology, and global marketing from her 12-year tenure at Google, including senior leadership roles in G-Suite marketing, Google Cloud, and AdWords across multiple regions and customer segments

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

Development of brands / brand equity in a competitive landscape

Expertise in ad-supported and subscription-based digital platforms, especially in subscriber acquisition

Deep knowledge of data-driven global marketing, brand development, and go-to-market strategy

2021 - 2025: President, Peacock (NBCUniversal)

2020 - 2021: President, Hulu

2017 - 2020: Chief Marketing Officer, Hulu

2015 - 2017: Senior Director, Global Marketing, Google Cloud

2011 - 2015: Director, Global Marketing, Google Cloud

2010 - 2011: Director, Global Customer Marketing, Google

2008 - 2010: Head of North America Marketing, Google

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

2005 - 2008: Senior Manager, Online Sales & Operations, AdWords North America,

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

2000 - 2002: Investment Banking Analyst, J.P. Morgan

2021 - Present: Urban Outfitters, Inc.

Directors whose terms expire in 2026:

Ms. Dubey brings deep experience in executive management, product development, marketing and branding, engineering and revenue functions at global, consumer-facing Internet companies

Ms. Dubey has expertise in providing oversight of a portfolio of brands at different stages of growth and development

She provides the Board valuable, first-hand and specific insight into Match Group's operations given her extensive knowledge of the Company and its brands throughout their evolution

Ms. Dubey has successfully delivered product launches and the shift to subscription models, and driven monetization, providing key perspective to the Board as it continues to provide oversight of the Company's revenue growth efforts

Extensive operational, strategic planning and product innovation knowledge

Deep understanding of the strategic and leadership needs of technology companies at different stages of their growth

Diverse risk management expertise from managing unique risks of several different Match Group brands

Understanding of merger and acquisition execution from her time involved in a variety of acquisitions as a Match Group executive, including overseeing the acquisition of Hinge

2022 - Present: Operating Partner, Advent International (a global private equity investing firm)

2020 - 2022: Chief Executive Officer, Match Group

2018 - 2020: President, Match Group

2017: Chief Operating Officer, Tinder

2016 - 2017: North America President, Match Group

2014 - 2016: Chief Product Officer, Princeton Review and Tutor.com

2013 - 2014: EVP, Tutor.com

2013: Chief Product Officer, Match.com

2008 - 2012: SVP Product, Match.com, Chemistry.com

2006 - 2008: Senior Director, Product, Match.com

2001 - 2006: Director, Product Marketing and Management, i2 Technologies

1998 - 2001: Product Manager, i2 Technologies

2022 - Present: Naspers Limited

2022 - Present: Prosus Group

2020 - Present: FORTIVE Corporation (Chair, 2025 - Present)

Given her experience leading marketing and branding efforts at Visa, Google, Uber and most recently as Chief Marketing Officer of Instacart, Ms. Jones offers valuable insight to the Board and leadership team on the consumer Internet industry

She has deep expertise in shaping and refreshing brands, fueling a company's growth, and developing a world-class marketing organization, all of which are invaluable to the Board as it continues to oversee the Company's strategic progression

Ms. Jones has successfully created best-in-class marketing organizations that have shaped brands and fueled growth at a variety of consumer-facing companies

Her work has been recognized by and featured in top industry and consumer publications

Building and developing global marketing teams from the ground up

Significant expertise in marketing and the consumer Internet industry and success in driving brand refreshes

Strong leadership of marketing functions encompassing brand, partner, and product marketing across broad product portfolios

2023 - Present: Board Member, UNICEF USA

2022 - Present: Chief Marketing Officer, Instacart

2021 - 2022: Head of Marketing, and VP, Brand & Marketing, Instacart

Feb 2021 - May 2021: Global Head of Marketing, Rides & Masterbrand, Senior Director,

2018 - 2021: Global Head of Product Marketing, Director, Uber

2016 - 2018: Group Product Marketing Manager, Uber

2015 - 2016: Senior Product Marketing Manager, Uber

2011 - 2015: Brand & Marketing Communications, Commerce, Google

2010 - 2011: Business Leader, Innovations and eCommerce Marketing, Visa

(Chairman since 2021)

Ms. McDaniel has deep expertise and insight into human resources, business strategy, leadership and marketing and in the management of a portfolio of brands at an interactive media company, helping the Board provide oversight of the Company's strategy, structure and talent management

Ms. McDaniel's insight into executive management and compensation matters from her time at Graham Holdings Company adds to the Board's ability to provide a well-rounded, considered approach to personnel and compensation, ensuring incentive structures are aligned with long-term strategic priorities and stockholder value creation

Insightful perspective on the shifting marketing and branding landscape in consumer-facing media

2020 - Present: Member of the Board of Advisors, ExecOnline

2017 - 2022: CEO, Foreign Policy Magazine

2015 - Present: Consultant, Graham Holdings Company

2010 - 2012: Managing Director, Newsweek

2008 - 2015: Senior Vice President, Graham Holdings Company

2001 - 2008: Vice President, Human Resources, The Washington Post Company

2001 - 2008: Vice President, The Washington Post Company

1984 - 2000: Correspondent, Chief of Correspondents, Assistant Managing Editor, Managing Editor, Newsweek

Mr. McInerney brings to the board 25+ years of executive management and branding experience across a career spanning industries, including media, retail, entertainment and financial services

Mr. McInerney offers valuable insight into strategy and operations, including as it relates to growing and managing a portfolio of brands from his time as CEO of the retailing division of the company formerly known as IAC/InterActiveCorp ("Former IAC")

Mr. McInerney has significant senior leadership experience from his time at Former IAC as well as extensive related knowledge and experience regarding Match Group

Through his deep public company board and committee experience, Mr. McInerney has developed a highly sophisticated perspective on business management and organizational structure

High level of financial literacy and expertise regarding restructurings, mergers and acquisitions and operations

Ability to manage diverse, multifaceted global teams across the multimedia landscape from decades of experience at the nexus of entertainment, media and consumer engagement

Sophisticated awareness of online retail and consumer behavior and trends, as well as extensive marketing and branding experience

2017 - 2021: Chief Executive Officer, Altaba Inc. (a publicly traded registered investment company and successor to Yahoo! Inc.)

2005 - 2012: Executive Vice President and Chief Financial Officer, IAC/InterActiveCorp

2003 - 2005: Chief Executive Officer, retailing division of IAC/InterActiveCorp (including

1999 - 2003: Executive Vice President and Chief Financial Officer, Ticketmaster

1986 - 1988; 1990 - 1999: Morgan Stanley, most recently as Principal

2017 - Present: Altaba (Chair, 2022 - Present)

Directors whose terms expire in 2027:

(appointed in connection with and effective as of, the Annual Meeting)

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

As co-founder and CEO of Zulily, Mr. Cavens has first-hand experience in building a consumer-focused brand and company, as well as completing liquidity events

Across his career, Mr. Cavens developed expertise leading and driving creative technology and retail concepts

During his time at Qurate, he led efforts to drive growth through internal innovation, strategic partnerships, joint ventures and acquisitions

Mr. Cavens has deep knowledge of technology infrastructure and digital commerce, gained from his leadership roles at Microsoft and Blue Nile, where he played a key role in growing the company into the largest online diamond retailer

From his time on a number of different company boards, Mr. Cavens brings strategic oversight and governance experience across consumer retail, technology, and ecommerce businesses

Expertise in online retailing, technology and data analytics

Software development experience, including the development of large-scale digital properties such as ESPN.com and NBA.com

2021 - Present: Board Member, Vouched (privately held)

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

2019 - Present: Board Member, Rad Power Bikes (privately held)

2017 - 2018: President, Qurate Retail Group

2017 - 2021: Board Member, OfferUp (privately held)

2017 - 2021: Board Member, Deliveroo (privately held)

2016 - 2017: Board Member, Plated (privately held)

2012 - 2014: Board Member, Trupanion (privately held)

2009 - 2018: Chief Executive Officer, Zulily

2008 - 2009: Director, SQLServer/Biztalk Server, Microsoft

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

1996 - 1999: Advanced Technology Team, Starwave

1995: Consultant, Ingenia Communications

2018 - Present: Tapestry, Inc.

2021 - 2022: Big Sky Growth Partners, Inc.

Mr. Rascoff's proven track record scaling consumer Internet businesses, most notably as co-founder and former CEO of Zillow, is directly relevant to helping Match Group continue to innovate and connect to millions of consumers around the world

His brand-building experience in the online consumer products space adds to the Board's collective experience and insight on how to effectively build brands and foster collaboration across teams

Mr. Rascoff has significant insights into the strategy, innovation and continuous brand evolution required to develop, lead and grow a consumer Internet business that embraces technological advancements and adapts to changing consumer sentiment

As CEO of Match Group, Mr. Rascoff provides the board with direct operating experience and insight into Match Group's current business opportunities and challenges

Unique vantage point on disruptive technology and AI, and how they can be leveraged to support / grow a business

Significant experience as a technology entrepreneur

Insight into changing consumer trends and behaviors

Understanding of strategic dealmaking and investing in growth businesses

2025 - Present: Chief Executive Officer, Match Group

2021 - Present: Founder and CEO, 75 & Sunny (startup studio and family office)

2020 - Present: Co-Founder, Chairman of the Board, Pacaso (vacation home marketplace)

2019 - Present: Visiting Professor, Harvard University

2019 - 2024: Co-Founder, Executive Chairman, dot.LA (media and events company)

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

2003 - 2005: VP, Lodging, Expedia

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

1999 - 2000: Investment Professional, Texas Pacific Group

1997 - 1999: Investment Banker, Goldman Sachs

2021 - 2023: Supernova Partners Acquisition Company III, Ltd.

2020 - 2022: Palantir Technologies, Inc.

2020 - 2022: Supernova Partners Acquisition Company II, Ltd.

2020 - 2021: Supernova Partners Acquisition Company, Inc.

2013 - 2020: TripAdvisor, Inc.

2011 - 2020: Zillow Group, Inc.

Mr. Schiffman has deep financial knowledge and expertise, bringing to the Board decades of experience in dealmaking, corporate finance, banking, financial planning and analysis, investor relations, accounting, information and physical security, real estate, human resources, legal and corporate administration

From his current role as Chief Financial Officer of Fanatics, Inc., Mr. Schiffman has valuable insight into a broad set of financial and corporate functions across an entire global enterprise, allowing him to further inform the Board on what it takes to drive expansion and strongly position dozens of leading online brands and services for growth

Mr. Schiffman understands how to drive a business' strategy and growth objectives from his executive management and public board experience working with dozens of online brands and services

During his tenure at IAC, Mr. Schiffman was integral in the company's operations and cost management initiatives

Advanced understanding of consumer Internet / technology companies to drive long-term results and adapt to changing ways to interact with and reach consumers

Critical understanding of international relations and international business from work as a member of the National Committee on U.S. - China Relations

Execution of successful, large, global transactions

Endowing organizations and funding initiatives with permanent capital to make lasting change

2021 - Present: Executive Vice President and Chief Financial Officer, Fanatics, Inc.

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

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

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

2013 - 2016: Senior Managing Director, Guggenheim Partners

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

2011 - 2013: Partner, The Raine Group

2010 - 2011: Senior Managing Director, Head of Investment Banking, Americas, Nomura

2008 - 2010: Senior Managing Director, Head of Investment Banking, APAC CEO, Nomura

2007 - 2008: Managing Director, Head of Investment Banking APAC, Lehman Brothers

2005: Founder and Chairman, Valerie Fund Endowment

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

2021 - Present: Vimeo, Inc. (Chair, 2023 - Present)

2017 - Present: Angi Inc.

During her tenure at Wachtell, Lipton, Rosen & Katz ("WLRK"), Ms. Seymon specialized in corporate law, mergers and acquisitions, securities and corporate governance, and represented public and private corporations on offense as well as defense, in both friendly and unsolicited transactions

Ms. Seymon brings to the Board extensive legal and public affairs experience acquired through her time working on a variety of special situations at WLRK

As a career specialist in corporate law, M&A, securities and corporate governance, she adds to the Board's transaction experience with a high level of expertise generally regarding mergers, acquisitions, investments and other strategic transactions

Deep understanding of risk management, particularly in complex, sophisticated and high-profile matters

Extensive experience representing public and private corporations

1989 - 2011: Partner, Wachtell, Lipton, Rosen & Katz

1982 - 1989: Associate, Wachtell, Lipton, Rosen & Katz

Corporate Governance Guidelines, Committee Charters and Code of Business Conduct and Ethics. As part of its ongoing commitment to good corporate governance, the Board has codified its corporate governance practices into a set of Corporate Governance Guidelines and has also adopted written charters for each of the committees of the Board. Match Group has also adopted a Code of Business Conduct and Ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation and Human Resources Committee Charter, Nominating and Corporate Governance Committee Charter, and Code of Business Conduct and Ethics are available in the Corporate Governance section of our website at https://http://ir.mtch.com.

Board Leadership Structure. Match Group's business and affairs are overseen by its Board of Directors, which currently has ten members. The Board will be increased to eleven members, effective as of the Annual Meeting. The Nominating Committee periodically reviews the size of the Board and may recommend changes to the Board. There is one management representative on the Board and, of the other nine current directors, eight are independent. The Board has standing Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees, each comprised solely of independent directors. For more information regarding director independence and our Board Committees, see the discussion below under the headings Director Independence and The Board and Board Committees. All of our directors play an active role in Board matters, are encouraged to communicate among themselves and directly with the Chief Executive Officer and have full access to Match Group management at all times. The Board and each Board Committee conducts an annual evaluation of its performance.

Match Group's independent directors meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. These sessions are led by Match Group's independent Chairman of the Board. The independent membership of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees ensures that directors with no ties to management are charged with oversight for all financial reporting and executive compensation related decisions, as well as for recommending candidates for Board membership and oversight of governance practices and policies. At each regularly scheduled Board meeting, the Chairperson of each of these committees provides the full Board with an update of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled Board meeting.

Mr. McInerney has served as independent Chairman of the Board since May 2021. Our Board currently believes that the roles of Chairperson and Chief Executive Officer should be separated in recognition of the different responsibilities between the two roles. Mr. McInerney, as independent Chairman, leads the Board in its oversight and management role, including with respect to risk oversight, while Mr. Rascoff, our Chief Executive Officer, focuses on managing the Company's operations and strategic planning on a day-to-day basis. Mr. McInerney's other responsibilities include, among others, setting Board meeting agendas, leading Board meetings and executive sessions, and communicating feedback to and advising Mr. Rascoff.

We believe that it is in the best interests of our stockholders for the Board to review and make a determination regarding the separation or combination of these roles each time it elects a new Chairperson or appoints a Chief Executive Officer.

Risk Oversight. The Board's role in risk oversight of the Company is consistent with Match Group's leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company's risk exposure, and the Board and its committees providing oversight in connection with these efforts. Match Group management, including our Senior Vice President, Internal Audit, and our Risk, Controls and Compliance team, is responsible for assessing and managing Match Group's exposure to various risks on a day-to-day basis, which responsibilities include the conduct of an enterprise risk assessment of short-term, long-term and emerging risks, testing of key controls and procedures, and creation of appropriate risk management programs and policies. Management has developed and implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In developing this framework, Match Group recognizes that leadership and success are impossible without taking risks; however, the imprudent acceptance of risks or the failure to appropriately identify and mitigate risks could adversely impact stockholder value. The Board is responsible for overseeing management in the execution of its responsibilities and for assessing Match Group's approach to risk management. While the Board's oversight focuses on all material risks, the Board may focus more frequently on immediate areas of concern that represent significant emerging risks as identified by management. The Board exercises these risk oversight responsibilities periodically as part of its meetings and through discussions with management, as well as through the Board's committees, with primary risk oversight responsibilities as detailed below:

Long-term strategies

Capital structure

Significant acquisitions and divestitures

Significant capital expenditures

Key risks as monitored by Board committees and reported to full Board

Other significant risks as identified and reported by management

Integrity of financial statements

Enterprise risk assessment

Information security

Data privacy

Legal and regulatory compliance

Significant legal and regulatory proceedings

Compensation and Human Resources Committee

CEO and executive leadership performance, compensation and succession

Employee compensation policies and practices generally

Equity compensation

Human capital

Non-employee director compensation

Nominating and Corporate Governance Committee

Director independence

Board and committee composition and performance

Governance practices

Environmental issues and impact

Social issues and impact

Information Security. Information security is a key component of risk management at Match Group and our Senior Vice President, Security Engineering, briefs the Audit Committee each quarter, and the full Board periodically, on the Company's information security program and its related priorities and controls. In addition, an overall review of information security risks is inherent in the Board's consideration of the Company's long-term strategies and in the transactions and other matters presented to the Board, including significant capital expenditures and significant acquisitions and divestitures. Our information security teams, led by our Senior Vice President, Security Engineering, are responsible for assessing and managing our exposure to information security risks, including by:

Implementing and enforcing physical, operational and technical security policies, procedures and controls;

Conducting, and engaging independent third-party experts to conduct, regular internal and external security assessments and audits, including assessments of the security posture of third-party vendors and partners;

Collaborating with our development teams to engineer and integrate security throughout the product development lifecycle;

Implementing scalable and continuous data protection practices; and

Detecting, monitoring, investigating, and responding to potential security threats and incidents.

We also maintain cyber insurance coverage to mitigate potential costs that may arise from a cybersecurity incident.

Compensation Risk Assessment. We periodically conduct risk assessments of our compensation policies and practices for our employees, including those related to our executive compensation programs. The goal of these assessments is to determine whether the general structure of Match Group's compensation policies and programs and the administration of

these programs pose any material risks to the Company. At the request of the Compensation and Human Resources Committee of the Board, Compensia, Inc. ("Compensia"), the Compensation and Human Resources Committee's independent compensation consultant, assessed the risk profile of Match Group's executive compensation programs, and management assessed the risk profile of Match Group's other compensation programs. Based on these reviews, management and the Compensation and Human Resources Committee have concluded that Match Group's compensation policies and practices, taken as a whole, do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on Match Group.

Securities Trading, Derivatives Trading and Hedging and Pledging Policies. Match Group's Securities Trading Policy (the "Trading Policy") governs the purchase, sale and other dispositions of its securities by directors, officers, employees, and contractors and is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. The Trading Policy also provides that no director, officer or employee of Match Group and its subsidiaries may engage in transactions in publicly traded options, such as puts, calls, prepaid variable forward contracts, equity swaps or other derivatives that are designed to hedge or speculate on any change in the market value of or relating to Match Group securities, or engage in short sales with respect to Match Group securities. This prohibition extends to any and all forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts (among others). The Trading Policy also provides that no director, officer or employee of Match Group and its businesses may initiate any transactions that involve pledging Match Group securities in any manner, including by purchasing Match Group securities on margin, holding Match Group securities in an account utilizing margin or otherwise pledging Match Group securities as collateral for a loan.

Director Independence. Under the Marketplace Rules of The Nasdaq Stock Market, LLC (the "Marketplace Rules"), the Board has a responsibility to make an affirmative determination that those members of the Board who serve as independent directors do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In connection with the independence determinations described below, the Board reviewed information regarding transactions, relationships and arrangements relevant to independence, including those required by the Marketplace Rules. This information is obtained from director responses to questionnaires circulated by management, as well as from Company records and publicly available information. Following these determinations, Match Group management monitors those transactions, relationships and arrangements that were relevant to such determinations, as well as periodically solicits updated information potentially relevant to independence from internal personnel and directors, to determine whether there have been any developments that could potentially have an adverse impact on the Board's prior independence determinations.

In 2025, the Board determined that each of Mses. Brenner, Campbell, Jones, McDaniel and Seymon and Messrs.

Bailey, Cavens, McInerney and Schiffman is independent. In addition, the Board determined that (i) Wendi Murdoch, whose term ended in June 2024, was independent during the time she served on the Board, (ii) Alan Spoon, whose term will end in connection with the Annual Meeting, was independent during the time he served on the Board, and (iii) Mr. Rascoff was independent during the time he served on the Board in 2024. In connection with these determinations, the Board considered that in some cases in the ordinary course of business, Match Group and its businesses purchase products and services from companies at which certain directors are employed or serve as directors, or over which certain directors otherwise exert control. Furthermore, the Board considered whether there were any payments made to (or received from) such entities by Match Group and its businesses. No relationships or payments considered were determined to be of the type that would (i) preclude a finding of director independence under the Marketplace Rules or (ii) otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of the director.

In addition to the satisfaction of the director independence requirements set forth in the Marketplace Rules, members of the Audit and Compensation and Human Resources Committees have also satisfied separate independence requirements under the current standards imposed by the SEC and the Marketplace Rules for audit committee and compensation committee members.

Director Nominations. The Nominating Committee identifies and evaluates individuals qualified to become members of the Match Group Board. The Nominating Committee receives candidate recommendations from stockholders, directors and management and, from time to time, is assisted by a third-party advisor in identifying qualified candidates. In assessing the candidates for recommendation to the Board as director nominees (regardless of how the candidate was identified or recommended), the Nominating Committee will evaluate such candidates against the standards and qualifications set out in its charter, including:

Personal and professional integrity and character

Prominence and reputation in the candidate's profession

Skills, knowledge, diversity of background and experience, and expertise (including business or other relevant experience) useful and appropriate to the effective oversight of our business

The capacity and desire to represent the interests of the stockholders as a whole

The extent to which the interplay of the candidate's skills, knowledge, expertise,

diversity of background and experience with that of the other Board members will help build a Board that is effective in collectively meeting our strategic needs and serving the long-term interests of the various stakeholders

Availability to devote sufficient time to the affairs of Match Group

The Nominating Committee considers not only an individual's qualities, performance and professional responsibilities, but also the then composition of the Board and the challenges and needs of the Board at that time. While the Board does not have a formal diversity policy, the Nominating Committee also considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other Board members and those represented by the Board as a whole to ensure that the Board has the right mix of skills, expertise and background.

The Board does not have a formal policy regarding the consideration of director nominees recommended by stockholders as the Board and the Nominating Committee assess all candidates in the same manner regardless of how the candidate was identified or recommended. Stockholders who wish to make such a recommendation should send the recommendation to Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a "Director Nominee Recommendation." The letter must identify the author as a stockholder, provide a brief summary of the candidate's qualifications and history, together with an indication that the recommended individual would be willing to serve (if elected), and must be accompanied by evidence of the sender's stock ownership. Any nominations for directors must comply with the requirements set forth in our bylaws.

Director Time Commitments and Service on Other Public Company Boards. Serving on Match Group's Board requires significant time and attention. Directors are expected to spend the time needed and meet as often as necessary to discharge their responsibilities. In considering each director's ability to properly discharge their duties, the Nominating Committee will annually review each director's professional time commitments. This may include, without limitation, the director's principal occupation, service on other public company boards, including any leadership positions held and service on such board's committees, as well as service on private company boards and boards of non-profit organizations. If at any time the principal occupation of any director changes, the Nominating Committee will review the continued appropriateness of such director's service on the Board. Directors should not serve on more than four public company boards (including Match Group's Board), other than a director who serves as Match Group's Chief Executive Officer, who should not serve on more than three public company boards (including Match Group's Board). Service on boards of other organizations should follow the Company's conflict of interest policies.

Director Orientation and Education. All new members of the Board are required to participate in Match Group's orientation program for directors. The orientation program includes discussions with and presentations by senior management and provides new directors with a review of Match Group's financial position, an overview of the industry in which we operate and compete and the regulatory and legal environment that affects our business, as well as governs directors' fiduciary duties. All directors are offered the opportunity, and are encouraged, to participate in continuing education programs with reimbursement by us of any associated expenses.

Communications with the Match Group Board. Stockholders who wish to communicate with the Board or a particular director may send any such communication to [email protected] or Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas, 75231, Attention: Corporate Secretary. If sent by mail, the mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder-Board Communication" or "Stockholder

-Director Communication." All correspondence must identify the author as a stockholder, provide evidence of the sender's stock ownership and clearly state whether the intended recipients are all members of the Board or a particular director or directors. Match Group's Corporate Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if appropriate. Items unrelated to directors' duties and responsibilities may be excluded, including solicitations and advertisements.

The Board. The Board acts as the ultimate decision-making body of the Company and advises and oversees management, who are responsible for the day-to-day operations and management of the Company. The Board met eight times during 2024. During 2024, all then incumbent directors attended at least 75% of the meetings of the Board and the Board committees on which they served, other than Ms. Murdoch. Directors are not required to attend annual meetings of Match Group stockholders. Four directors attended Match Group's annual meeting of stockholders in 2024.

The Board currently has three standing committees: the Audit Committee, the Compensation and Human Resources Committee, and the Nominating and Corporate Governance Committee.

Audit Committee. The members of Match Group's Audit Committee, all of whom are independent directors, are Messrs. Bailey, Schiffman and Spoon (Chairperson). The Audit Committee met nine times during 2024. The Audit Committee is appointed by the Board to assist the Board with a variety of matters described in its charter, which include monitoring: (i) the integrity of Match Group's financial statements, (ii) the effectiveness of Match Group's internal control over financial reporting, (iii) the qualifications, performance and independence of Match Group's independent registered public accounting firm, (iv) the performance of Match Group's internal audit function, (v) Match Group's risk assessment and risk management policies as they relate to financial, information security and other risk exposures and (vi) Match Group's compliance with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among its members, Match Group's independent registered public accounting firm, Match Group's internal audit function and Match Group management. The formal report of the Audit Committee is set forth under Audit Committee Matters-Audit Committee Report.

The Board has concluded that Mr. Spoon is an "audit committee financial expert," as such term is defined in applicable SEC rules, as well as the Marketplace Rules.

Compensation and Human Resources Committee. The members of Match Group's Compensation and Human Resources Committee, all of whom are independent directors, are Mses. Brenner, Jones, McDaniel (Chairperson) and Seymon. The Compensation and Human Resources Committee met eight times during 2024. The Compensation and Human Resources Committee is appointed by the Board to assist the Board with all matters relating to the compensation of Match Group's executive officers and non-employee directors and has overall responsibility for approving and evaluating all compensation plans, policies and programs of Match Group as they affect Match Group's executive officers and non-employee directors. The Compensation and Human Resources Committee also evaluates the performance of Match Group's senior management and presents its findings and recommendations to the full Board. The Compensation and Human Resources Committee may form and delegate authority to subcommittees and may delegate authority to one or more of its members. The Compensation and Human Resources Committee may also delegate to one or more of Match Group's officers the authority to make grants of equity-based compensation to eligible individuals (other than directors or executive officers) to the extent allowed under applicable law. For additional information on Match Group's processes and procedures for the consideration and determination of executive compensation and the related roles of the Compensation and Human Resources Committee, Match Group management and consultants, see the discussion under Compensation Discussion and Analysis. The formal report of the Compensation and Human Resources Committee is set forth under Compensation Committee Report.

Nominating and Corporate Governance Committee. The members of Match Group's Nominating and Corporate Governance Committee, all of whom are independent directors, are Ms. McDaniel and Messrs. McInerney (Chairperson) and Spoon. The Nominating Committee met seven times during 2024. The Nominating Committee is appointed by the Board to (i) identify and evaluate individuals qualified to become Board members consistent with such criteria as are deemed appropriate by the Nominating Committee or the Board, including the consideration of nominees submitted by stockholders, and to recommend to the Board director nominees for the next annual meeting of stockholders or special meeting of stockholders at which directors are to be elected (and nominees to fill vacancies on the Board as necessary), (ii) periodically review Board committee composition and recommend changes as needed, (iii) oversee periodic evaluations of the Board and its committees, (iv) develop and periodically review corporate governance guidelines, (v) review director and director nominee independence, (vi) review and make recommendations regarding responses to stockholder proposals, (vii) oversee social and environmental policies and initiatives, (viii) oversee political contributions and expenditures and (ix) oversee corporate governance practices and identify best practices for potential adoption.

As required pursuant to Section 14A of the Securities Exchange Act of 1934 (as amended, the "Exchange Act"), we are seeking a non-binding advisory vote from our stockholders to approve the compensation of our named executive officers for 2024. This proposal, which we refer to as the "say on pay proposal," is not intended to address any specific item of compensation, but rather our overall compensation program and policies relating to our named executive officers.

As described in detail in the Compensation Discussion and Analysis section of this proxy statement, our executive officer compensation program is designed to increase long term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable Match Group to meet its growth objectives.

We believe that our executive officer compensation program, with its balance of short-term and long-term incentives, rewards sustained performance that is aligned with long-term stockholder interests. Accordingly, we believe that the compensation paid to our named executive officers in 2024 pursuant to our executive officer compensation program was fair and appropriate and are asking our stockholders to vote "FOR" the adoption of the following resolution:

"RESOLVED, that the stockholders of Match Group, Inc. (the "Company") approve, on an advisory basis, the compensation of the Company's named executive officers for 2024, as disclosed in the Company's Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the U.S. Securities and Exchange Commission's compensation disclosure rules, including the Compensation Discussion and Analysis, the Executive Compensation tables and the related narrative discussion."

The approval, on an advisory basis, of the say on pay proposal requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter. The vote is advisory in nature and therefore not binding on us or our Board. However, our Board and Compensation and Human Resources Committee value the opinions of all of our stockholders and will consider the outcome of this vote when making future compensation decisions for our named executive officers.

The Company last sought a say on pay vote at its 2024 Annual Meeting of Stockholders and last sought a non-binding advisory vote from its stockholders on the frequency of seeking the say on pay vote (required by applicable law every six years) at its 2022 Annual Meeting of Stockholders. Based on voting results from the 2022 Annual Meeting of Stockholders, and consistent with the Company's recommendation, say on pay votes currently occur every year. Accordingly, the next say on pay vote is currently scheduled to be held at the Company's 2026 Annual Meeting of Stockholders.

The Board recommends that our stockholders vote "FOR" the advisory vote on executive compensation.

The Board requests that stockholders approve the proposed Match Group, Inc. Amended and Restated 2024 Stock and Annual Incentive Plan to (i) increase the number of shares of common stock available for issuance under the 2024 Plan by 4,200,000 shares and (ii) to extend the term of the 2024 Plan to the tenth anniversary of our 2025 Annual Meeting.

There are no other changes proposed to the 2024 Plan.

The Board originally adopted the 2024 Plan in April 2024, which became effective upon approval by our stockholders on the date of our 2024 Annual Meeting, which was June 21, 2024. The Board approved the Amended and Restated 2024 Plan on April 28, 2025, subject to approval by our stockholders at the 2025 Annual Meeting.

As of April 2, 2025, there were 9,032,745 shares remaining available for issuance under the 2024 Plan, representing 3.64% of our outstanding common stock as of that date. The additional 4,200,000 shares requested for issuance under the Amended and Restated 2024 Plan is intended to provide us with sufficient shares for grants to be made over at least the next 12 months, with a reasonable buffer to support potential unplanned events such as unanticipated changes to our leadership team or headcount, or significant changes in our stock price. In addition, if approved by stockholders, the term of the 2024 Plan will be extended to the tenth anniversary of the date of the stockholders' approval at the 2025 Annual Meeting. If the Amended and Restated 2024 Plan is not approved by our stockholders, while the original 2024 Plan will remain in effect in its current form, and we will continue to be able to grant equity incentive awards under the 2024 Plan until the earlier of its expiration or the date on which the maximum number of shares authorized under the 2024 Plan has been issued, the current share reserve may not be sufficient to support our equity compensation plans through the next

opportunity to increase the equity plan reserve at our 2026 Annual Meeting of Stockholders. As a result, we would lose access to a key element of compensation that is critical in the labor markets in which we compete. We will also be compelled to replace future equity incentive awards with cash awards, which may not align the interests of our executives and employees with those of our stockholders as effectively as equity incentive awards.

The approval of the Amended and Restated 2024 Plan requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter. The Board has determined that it is in the best interests of the Company and its stockholders to approve this proposal. The Board recommends that our stockholders vote "FOR" the approval of the Amended and Restated 2024 Plan.

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

We operate in a competitive market for talent across our portfolio of companies. The 2024 Plan enables us to grant equity-based compensation awards designed to attract, retain and motivate highly talented and skilled officers, employees, and non-employee directors and other service providers who are critical to the achievement of our long-term financial and strategic goals. Awards made under the 2024 Plan are designed to align the individual interests of award recipients with the interests of our stockholders and reward them for the creation of long-term stockholder value.

We believe that offering ownership interests in Match Group through the 2024 Plan is a key factor in retaining existing employees, recruiting and retaining new employees, and aligning and increasing the interest of all employees in our success. In addition, long-term equity-based compensation enables Match Group to provide competitive compensation to help in recruitment of executive officers and employees, and through vesting requirements, helps to promote retention and long-term service of executive officers and employees. Our broad-based program is used to attract and retain talented employees at all levels of the organization. During 2024, approximately 90% of our RSU and PSU awards granted to employees and consultants were made to our non-executive officer employees and other participants, which takes into account the potential maximum payout of PSU awards. No stock option awards were granted in 2024.

Equity Awards Support Our Pay for Performance Objectives

We award restricted stock units to a broad-based group of our employees and non-employee directors. In addition to restricted stock units, we also grant performance-based equity to senior employees that vest based on both time and rigorous performance conditions. Please see the description set forth under "Compensation Discussion and Analysis- Compensation Elements-Long-Term Incentives-2024 PSU Awards" below for additional information regarding the performance conditions associated with performance-based awards granted to executive officers in 2024. Our Board believes that equity awards - the value of which fluctuates based on our stock price performance and, in the case of performance-based awards, requires achievement of key financial and strategic objectives - strongly link realized pay to Company performance and further our ownership culture. Equity-based compensation under the 2024 Plan would encourage award recipients to act as owners with an equity stake in Match Group and discourage inappropriate risk-taking.

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

The Board and Compensation and Human Resources Committee believe that equity awards provide award recipients with a strong link to long-term performance and help to align the interests of award recipients with those of stockholders. The 2024 Plan is designed to advance these interests to the benefit of Match Group and its stockholders.

The ability to grant long-term equity-based compensation would allow Match Group to continue to align the interests of award recipients with the interests of Match Group's stockholders and to create substantial incentives for Match Group's executive officers and employees to achieve Match Group's long-term goals.

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

We are mindful of the dilutive impact of our equity compensation program on our stockholders. The requested increase of 4,200,000 shares under the 2024 Plan as proposed is intended to balance dilution considerations with our need to compete for skilled talent, maintain competitive compensation practices, and attract and retain the leadership required to support our strategic objectives.

The proposed share increase represents an incremental dilution of approximately 1.69% of the shares of common stock outstanding as of April 2, 2025,which is lower than the one-year pool requested at our 2024 Annual Meeting of Stockholders, and well below the median requests of (i) technology companies with consecutive share requests from 2020

to 2024 (3.50%)1and (ii) similarly-sized software companies since May 2022 (5.50%).2We expect that the additional 4,200,000 shares will provide us a sufficient number of shares of our common stock to cover issuances for at least the next 12 months, with a reasonable buffer to support potential unplanned events such as unanticipated changes to our leadership team or headcount, or significant changes in our stock price. The Board believes the number of additional shares requested for issuance under the 2024 Plan represents a reasonable amount of potential additional equity dilution.

Our Board remains committed to effectively managing our share reserves for equity compensation while minimizing stockholder dilution, and in the near term, as indicated in 2024 Proxy Statement filed with the SEC on April 29, 2024, we intend to make annual requests to stockholders for additional shares so that stockholders can monitor our share usage and provide continued input on our equity program. We also maintain a share repurchase program, which has the effect of helping to mitigate dilution from equity awards by reducing the total number of our shares outstanding. However, our share repurchases have also contributed to the increase in our burn rate over the last three years, as well as the potential dilution represented by outstanding awards, as repurchases decrease the number of shares of common stock outstanding. During 2022, 2023 and 2024, we repurchased approximately 43 million shares, or approximately $1.8 billion of shares. As of April 1, 2025, $1.5 billion remains available under the share repurchase programs.

Responsible Equity Usage

Below is a summary of Match Group's assessment of potential dilution attributable to the proposed increase in shares authorized pursuant to the Amended and Restated 2024 Plan. The information listed in the table below is as of April 2, 2025, the most recent practicable date prior to the filing of our proxy statement, and reflects all existing and former equity plans.

Share Allocation and Potential Dilution

2024 Plan additional share request

4,200,000

Shares currently available for future awards(1)

9,039,314

Shares subject to currently outstanding full value awards(1)

21,180,267

Shares subject to currently outstanding stock options(2)

2,618,330

Total potential equity awards

37,037,911

Shares outstanding

248,483,165

Potential dilution from equity awards

14.91%

Reflects (i) the maximum number of PSUs that would vest if the highest level of performance condition is achieved, (ii) 2,971,210 shares reserved to settle subsidiary equity awards denominated in the equity of certain of our subsidiaries (the "Subsidiary Equity Awards") and

(iii) 6,072 shares issuable pursuant to deferred share units accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors. For a description of Subsidiary Equity Awards, see "Note 11-Stock-Based Compensation-Equity Instruments Denominated in Shares of Certain Subsidiaries" to the consolidated financial statements included in "Part II, Item 8-Consolidated Financial Statements and Supplementary Data" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission on February 27, 2025 (the "2024 10-K").

Stock options outstanding have a weighted average exercise price of $21.50 and a weighted-average remaining term of 1.67 years.

No grants have been made under the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (the "2017 Plan") since our stockholders' approval of the 2024 Plan, which replaced the 2017 Plan. In addition, our 2015 Plan will expire in November 2025, following which we will not be able to make further grants under the 2015 Plan. If approved, the 4,200,000 additional shares requested for issuance under the 2024 Plan would, when combined with shares subject to outstanding equity awards under the Equity Plans as reflected in the table above, increase the potential dilution percentage to approximately 14.91%.

We are committed to managing the use of our equity incentives prudently to balance the benefits equity compensation brings to our compensation program with the dilution it causes our stockholders. As part of our analysis when considering the proposed share increase, we considered our three-year average "burn rate," or the number of shares subject to equity awards granted from the beginning of 2022 through the end of 2024, divided by the weighted average number of shares outstanding for that period.

1 Data per Institutional Shareholder Services Inc. ("ISS") Corporate Solutions.

2 Defined as companies within software and services industries with market capitalization values between $3 billion and $30 billion.

2022

2023

2024

Burn rate (annual)(1) 1.46%

1.93%

2.58%

(1) Amounts for each year reflect the number of PSUs earned in each year and exclude Subsidiary Equity Awards due to the inability to translate such awards into a number of Match Group shares on the date of grant. Refer to "Note 11-Stock-Based Compensation" to the consolidated financial statements included in "Part II, Item 8-Consolidated Financial Statements and Supplementary Data" of the 2024 10-K, for information on how the Company reports the number of awards granted each year.

As shown in the table above, Match Group's average annual burn rate for the three-year period ending December 31, 2024 was 1.99%. For context, we believe there are significant factors that have influenced our share usage and merit consideration. The majority of our recent hiring activity has been concentrated in Tinder and Hinge, which operate in fiercely competitive markets. The recruitment efforts for these brands have predominantly targeted technically skilled professionals, such as engineers, who command higher compensation packages that include a significant equity component. This strategic focus on specialized talent is crucial for maintaining our competitive edge and driving innovation in our industry. This heightened need for equity compensation coincided with our stock price significantly declining and remaining depressed over the past three years, which impacted the number of shares required to meet our compensation obligations. Accordingly, our share usage in 2024 is most reflective of our anticipated equity needs over the next 12-24 months at our current stock price. The Board's Compensation and Human Resources Committee and management monitor our equity usage on a regular basis and will continue to do so to ensure our burn rate is within competitive market norms.

We also considered that during the period from the beginning of 2022 through the end of 2024, we made equity grants in connection with the following: leadership appointments to advance our efforts, the compensation of employees who we believe are critical to furthering our business strategy; and incentivizing our key officers and employees. We believe these new hires and compensation decisions are critical to the development and strength of our senior management team to attract the experience and talent necessary to further implement our strategy.

Our Strong Corporate Governance Practices Further Align Our Equity Compensation Program with Stockholders' Interests

The following is a list of key practices intended to protect the interests of our stockholders:

The principal features of the 2024 Plan are described below. This summary is qualified in its entirety by reference to the full text of the 2024 Plan, a copy of which is attached as Appendix A to this proxy statement.

Administration. The 2024 Plan is administered by the Compensation and Human Resources Committee (or such other committee of the Board as the Board may from time to time designate, and for purposes of this summary, the "Committee"). Among other things, the Committee has the authority to select individuals to whom awards are granted, determine the types of awards granted, the number of shares of Match Group common stock underlying awards and the terms and conditions of awards.

Term. Awards may be granted under the 2024 Plan for ten years following the date on which our stockholders approve the 2024 Plan.

Eligibility. Awards under the 2024 Plan may be granted to any current or prospective director, officer, employee and consultant of Match Group or its subsidiaries or affiliates. The 2024 Plan permits awards to be made to any of the following individuals, as designated by the Committee: (i) non-employee directors of the Company (currently, the Company has 9 non-employee directors); (ii) officers of the Company (currently, the Company has 4 executive officers); (iii) employees (currently, the Company or its subsidiaries or affiliates have approximately 2,600 full-time employees and 8 part-time employees); and (iv) consultants (currently, the Company or its subsidiaries or affiliates have approximately 500

consultants). The basis for participation in the 2024 Plan is the Committee's decision that an award to an eligible participant will further the 2024 Plan's purpose of retaining, attracting and rewarding non-employee directors, officers, employees and consultants of outstanding ability and motivating eligible participants to exert their best efforts to achieve the Company's long-term goals.

Shares Subject to the 2024 Plan. The 2024 Plan provides that the aggregate number of shares of Match Group common stock subject to grant under the 2024 Plan will be (i) 17,926,467 (which represents the 6 million shares of common stock originally reserved for issuance under the 2024 Plan plus the 22,926,467 shares remaining available for future grant under the 2017 Plan as of June 21, 2024, the date on which the stockholders approved the original 2024 Plan), (ii) plus the additional 4,200,000 shares requested pursuant to this proposal (iii) plus any shares subject to any outstanding award under the 2017 Plan that, after June 21, 2024, is forfeited, is terminated, expires or lapses for any reason without delivery of the shares underlying such award. The maximum number of shares that may be granted pursuant to incentive stock options is 10,000,000. The foregoing share limits are subject to adjustment in certain circumstances to prevent dilution or enlargement.

The shares of Match Group common stock subject to grant under the 2024 Plan may be made available from authorized but unissued shares or from treasury shares, as determined from time to time by the Board. To the extent that any award is forfeited or any stock option or stock appreciation right terminates, expires or lapses without being exercised or any award is settled for cash, the shares of Match Group common stock underlying such awards will again be available for awards under the 2024 Plan. Shares will not again become available for issuance under the 2024 Plan to the extent (i) they are withheld or tendered to pay the exercise price of a stock option and/or the tax withholding obligations relating to any award, (ii) they underlie an award of SARs or any similar award (in which case the total number of shares will not again become available for issuance, and not only the number of shares actually issued in exercise or settlement of such an award), or (iii) they are repurchased by the Company in the open market with proceeds from a cash exercise of a stock option.

Stock Options and SARs. The 2024 Plan provides for the award of stock options and stock appreciation rights ("SARs"). Stock options can either be incentive stock options ("ISOs") or non-qualified stock options and SARs can be granted either alone or in tandem with stock options. The exercise price of stock options and SARs cannot be less than 100% of the Fair Market Value (defined below) of Match Group common stock on the grant date. The 2024 Plan defines Fair Market Value as the closing price of Match Group common stock on the date of measurement, unless otherwise determined by the Committee. The closing price of Match Group common stock, as reported on the NASDAQ Stock Market, on April 2, 2025 was $31.47 per share. Stock options and SARs cannot be repriced without stockholder approval.

Holders of stock options may pay the exercise price: (i) in cash, (ii) if approved by the Committee, in shares of Match Group common stock (valued at Fair Market Value), (iii) with a combination of cash and shares of Match Group common stock, (iv) by way of a cashless exercise through a broker approved by the Company or (v) by withholding shares of Match Group common stock otherwise receivable on exercise. The Committee determines the term of stock options and SARs, which term may not exceed ten years from the grant date. The Committee determines the vesting and exercise schedules for stock options and SARs, which the Committee may waive or accelerate at any time, and the extent to which these awards will be exercisable after a termination of employment. Generally, unvested stock options and SARs terminate upon

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Match Group Inc. published this content on April 29, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 29, 2025 at 14:02 UTC.