Match Group, Inc. — Board/Management Information 2025

Apr 7, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 6, 2025

MATCH GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34148	59-2712887
(State
or other jurisdiction of incorporation)	(Commission File Number)	(IRS
Employer Identification No.)

8750 North Central Expressway, Suite 1400

Dallas , TX 75231

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: ( 214 ) 576-9352

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol | Name
of exchange on which registered |
| --- | --- | --- |
| Common
Stock, par value $0.001 | MTCH | The
Nasdaq Stock Market LLC (Nasdaq Global Select Market) |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 6, 2025, the Board of Directors (the “Board”) of Match Group, Inc. (the “Company”) adopted a resolution appointing Darrell Cavens to the Board, in connection with the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”).

There is no arrangement or understanding between Mr. Cavens and any other person pursuant to which Mr. Cavens was selected as a director. There are no related party transactions involving Mr. Cavens that are reportable under Item 404(a) of Regulation S-K.

Mr. Cavens will participate in the Company’s non-employee director compensation program as described in Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 27, 2025 , which description is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Company’s press release dated April 7, 2025, announcing the expected appointment of Mr. Cavens to the Board, as well as the Company’s intent to seek stockholder approval for a proposal to declassify the Board at the 2025 Annual Meeting, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Match Group, Inc. Press Release dated April 7, 2025
104	Inline XBRL for the cover page of this Current Report on Form 8-K

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATCH GROUP, INC.
By:	/s/ Sean Edgett
	Sean
Edgett
	Chief Legal Officer and Secretary

Date: April 7, 2025

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