Match Group, Inc.MTCH
Match Group, Inc. Stock Compensation Disclosure
NOTE 10—STOCK-BASED COMPENSATION
The Company currently has one active stock and annual incentive plan, which was approved by
shareholders on June 21, 2024, and subsequently amended and restated with shareholder approval on June 18,
2025 (the 2024 plan). The Company also has three stock and annual incentive plans that have expired or no
longer have shares available for the future grant of equity awards pursuant to which certain equity awards
remain outstanding and which were adopted in 2015, 2017, and 2020. The 2015, 2017, and 2024 plans cover
stock options to acquire shares of Match Group common stock, RSUs, PSUs, and stock settled stock appreciation
rights denominated in the equity of certain of our subsidiaries. The 2024 plan authorizes the Company to grant
awards to its employees, officers, directors and consultants. At December 31, 2025, there were 18.7 million
shares available for the future grant of equity awards under the 2024 plan. The 2020 plan covers certain stock
options granted in 2020.
The 2024 plan has a stated term of ten years and provides that the exercise price of stock options granted
will not be less than the market price of the Company’s common stock on the grant date. The 2024 plan does not
specify grant dates or vesting schedules of awards as those determinations have been delegated to the
Compensation and Human Resources Committee of Match Group’s Board of Directors (the “Committee”). Each
grant agreement reflects the vesting schedule for that particular grant as determined by the Committee. RSUs,
PSUs, and market-based awards outstanding generally vest over a - or four-year period.
Stock-based compensation expense recognized in the consolidated statement of operations includes
expense related to the Company’s stock options, RSUs, market-based awards, PSUs for which vesting is
considered probable, and equity instruments denominated in shares of subsidiaries. The amount of stock-based
compensation expense recognized is net of estimated forfeitures, as the expense recorded is based on awards
that are ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical
experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. At
December 31, 2025, there is $304.6 million of unrecognized compensation cost, net of estimated forfeitures,
related to all outstanding equity-based awards, which is expected to be recognized over a weighted average
period of approximately 1.9 years.
The total income tax benefit recognized in the accompanying consolidated statement of operations for the
years ended December 31, 2025, 2024, and 2023 related to all stock-based compensation is $55.0 million, $28.7
million and $16.3 million, respectively.
The aggregate income tax benefit recognized related to the exercise of stock options for the years ended
December 31, 2025, 2024, and 2023 is $19.8 million, $5.8 million, and $3.2 million, respectively.
Stock Options
Stock options outstanding at December 31, 2025 and changes during the year ended December 31, 2025
are as follows:
December 31, 2025 | |||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (In Years) | Aggregate Intrinsic Value | ||||
(Shares and intrinsic value in thousands) | |||||||
Outstanding at January 1, 2025 | 2,712 | $21.39 | |||||
Exercised | (1,768) | 18.12 | |||||
Expired | (173) | 39.52 | |||||
Outstanding and exercisable at December 31, 2025 | 771 | $24.82 | 1.2 | $8,668 | |||
The aggregate intrinsic value in the table above represents the difference between Match Group’s closing
stock price on the last trading day of 2025 and the exercise price, multiplied by the number of in-the-money
options that would have been exercised had option holders exercised their options on December 31, 2025. The
total intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 is $28.2
million and $6.9 million, respectively. Cash received from Match Group stock option exercises for the years
ended December 31, 2025, 2024, and 2023 was $0.4 million, $6.5 million, and $13.0 million, respectively.
Restricted Stock Units, Performance-Based Stock Units, and Market-Based Awards
RSUs, PSUs, and market-based awards are awards in the form of phantom shares or units denominated in a
hypothetical equivalent number of shares of Match Group common stock. For market-based awards, the grant
date fair value was estimated using (i) for awards that vest based on the Company’s market performance relative
to other publicly-traded companies, a lattice model that incorporates a Monte Carlo simulation of the
Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite
index over various performance periods (“rTSR Awards”) or (ii) for an award that vests based on the Company’s
stock price, a lattice model that incorporates a Monte Carlo simulation of the Company’s stock price over various
performance periods (“Value Creation Award”).
Each RSU, PSU, and market-based award is subject to service-based vesting, where a specific period of
continued employment must pass before an award vests. PSUs also include performance-based vesting
conditions where certain performance targets set at the time of grant must be achieved before an award vests.
The number of market-based awards that ultimately vest for rTSR Awards is based on the Company’s market
performance relative to certain other publicly-traded companies and for the Value Creation Award is based on
the Company’s stock price. For RSU awards, the expense is measured at the grant date as the fair value of Match
Group common stock and expensed as stock-based compensation over the vesting term. For PSU awards, the
expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-
based compensation over the vesting term if the performance targets are considered probable of being
achieved.
RSUs, PSUs and market-based awards granted on or after February 1, 2024 are awarded dividend
equivalents, which are subject to the same vesting conditions as the underlying award, and settled in Match
Group common stock.
Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2025 and changes during the
year ended December 31, 2025 are as follows:
RSUs | PSUs | Market-based awards | |||||||||
Number of shares | Weighted Average Grant Date Fair Value | Number of shares(a) | Weighted Average Grant Date Fair Value | Number of shares(a) | Weighted Average Grant Date Fair Value | ||||||
(Shares in thousands) | |||||||||||
Unvested at January 1, 2025 | 8,777 | $43.12 | 1,454 | $41.31 | 2,976 | $69.58 | |||||
Granted | 7,349 | 33.74 | — | — | 2,765 | 40.97 | |||||
Vested | (4,769) | 45.59 | (416) | 40.53 | (16) | 49.19 | |||||
Forfeited | (2,849) | 37.54 | (270) | 38.28 | (1,546) | 47.97 | |||||
Expired | — | — | — | — | (828) | 123.42 | |||||
Unvested at December 31, 2025 | 8,508 | $35.51 | 768 | $42.80 | 3,351 | $42.73 | |||||
______________________
(a)Represents the maximum shares issuable.
The weighted average fair value of RSUs and PSUs granted during the years ended December 31, 2025 and
2024, based on market prices of Match Group’s common stock on the grant date, was $33.74 and $35.78,
respectively. The total fair value of RSUs that vested during the years ended December 31, 2025 and 2024 was
$217.4 million and $239.9 million, respectively. The total fair value of PSUs that vested during the years ended
December 31, 2025 and 2024 was $16.8 million and $10.0 million, respectively.
There were 2.8 million and 1.3 million market-based awards granted during the years ended December 31,
2025 and 2024, respectively. The vesting of the rTSR Awards granted in 2025 and 2024 are dependent upon the
Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite
index over various performance periods. The vesting of the Value Creation Award granted in 2025 is dependent
upon the fulfillment of both a service condition and the achievement of a stock price hurdle during the
performance period. The service condition is such that half of the shares in each tranche will vest upon
achievement of the hurdle, subject to a minimum service period, and the other half will vest at the end of the
performance period. The market condition will be satisfied if the Company’s volume weighted average closing
stock price equals or exceeds the specified price hurdles over a 45 day calendar period. If at the end of the
performance period the Company has not hit the hurdle over a 45 day calendar period, but the volume weighted
average price over the last 10 trading days equals or exceeds a specified price hurdle, the performance period
will be extended by 90 days. The total fair value of market-based awards that vested during the year ended
December 31, 2025 was $0.8 million. No market-based awards vested during the year ended December 31,
2024.
Equity Instruments Denominated in Shares of Certain Subsidiaries
The Company has granted stock settled stock appreciation rights and restricted stock units, both
denominated in the equity of a certain non-publicly traded subsidiary to employees of the subsidiary. These
equity awards vest over a specified period of time. The value of the stock settled stock appreciation rights and
restricted stock units are based on the equity value of the subsidiary. The stock settled stock appreciation rights
awards only have value to the extent the relevant business appreciates in value above the initial value utilized to
determine the exercise price. The fair value of the common stock of the subsidiary is generally determined
through a third-party valuation pursuant to the terms of the respective subsidiary equity plan. The stock
appreciation rights and restricted stock units are both settled on a net basis, with the award holder entitled to
receive shares of Match Group common stock with a total value equal to the intrinsic value of the award at
exercise, less applicable withholding taxes. The number of shares of Match Group common stock ultimately
needed to settle these awards may vary significantly from the estimated number below as a result of
movements in our stock price and/or a determination of fair value of the relevant subsidiary that differs from
our estimate. The expense associated with these equity awards is initially measured at fair value at the grant
date and is expensed as stock-based compensation over the vesting term. At December 31, 2025, the number of
shares of Match Group common stock that would be required to settle these awards at estimated fair values,
including vested and unvested awards, net of an assumed 50% withholding tax, is 3.1 million shares and would
reduce the shares available for the future grant. The withholding taxes, which would be paid by the Company on
behalf of the employees at exercise or vesting, required to settle the vested and unvested awards at estimated
fair values on December 31, 2025 is $100.5 million assuming a 50% withholding tax rate. The corresponding
number of shares and withholding tax amount as of December 31, 2024 were 2.9 million shares and
$95.3 million.
Employee Stock Purchase Plan
The Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the "ESPP") was approved by the
Company’s shareholders on June 15, 2021. Under the ESPP, eligible employees may purchase the Company’s
common stock at a 15% discount of the lower of the market price of our common stock on the date of
commencement of the applicable offering period or on the last day of the applicable six-month purchase period,
subject to certain purchase limits.
Under the ESPP, employees purchased 0.3 million shares at a weighted average price per share of $24.74
during the year ended December 31, 2025. At December 31, 2025, there were 1.9 million shares available for
future issuance under the ESPP. At December 31, 2025, there is $0.6 million of unrecognized compensation cost,
net of estimated forfeitures, related to the ESPP, which is expected to be recognized over a weighted average
period of approximately 0.5 years.
Capitalization of Stock-Based Compensation
For the years ended December 31, 2025, 2024 and 2023, $11.0 million, $6.6 million, and $11.7 million,
respectively, of stock-based compensation was capitalized related to the development of internal use software.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2017 | Mar 1, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.