SEC Form 10-Q filed by Grindr Inc.

5/9/25 4:33:18 PM ET

$GRND

Computer Software: Programming Data Processing

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-Q

________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-39714

________________________

Grindr Inc.

(Exact name of registrant as specified in its charter)

________________________


Delaware						92-1079067
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

PO Box 69176, 750 N. San Vicente Blvd., Suite RE 1400 West Hollywood, California						90069
(Address of Principal Executive Offices)						(Zip Code)

(310) 776-6680

Registrant's telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

________________________

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	GRND	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	x
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	x

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The registrant had 195,884,554 shares of common stock outstanding as of May 5, 2025.

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TABLE OF CONTENTS


		Page
Special Note Regarding Forward-Looking Statements		2
PART I.	FINANCIAL INFORMATION	5
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	7
	Condensed Consolidated Statement of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II.	OTHER INFORMATION	40
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	41
Item 6.	Exhibits	42
	Signatures	43

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements include statements regarding our intentions, beliefs, current expectations or projections concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. In some cases, you can identify these forward-looking statements by the use of terminology such as “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “goal,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our current views about our business and future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially from those expressed in any forward-looking statement. There are no guarantees that any transactions or events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth in or contemplated by the forward-looking statements:

•our ability to retain existing users and add new users;

•the impact of the regulatory environment and complexities with compliance related to such environment, including maintaining compliance with privacy, data protection, and online safety laws and regulations, as well as laws that may apply to any new products or services we introduce in the health and wellness sector;

•our ability to address privacy concerns and protect systems and infrastructure from cyber-attacks and prevent unauthorized data access;

•our ability to identify and consummate strategic transactions including strategic partnerships, acquisitions, or investments in complementary products, services, or technologies, including outside of our core product; and our ability to realize the intended benefit of such transactions;

•our success in retaining or recruiting directors, officers, key employees, or other key personnel, and our success in managing any changes in such roles;

•our ability to respond to general economic conditions;

•competition in the dating and social networking products and services industry;

•our ability to adapt to changes in technology and user preferences in a timely and cost-effective manner;

•our ability to successfully adopt generative artificial intelligence (“AI”) and machine learning (“ML”) processes and algorithms into our daily operations, including by deploying generative AI and ML into our products and services;

•our dependence on the integrity of third-party systems and infrastructure;

•our ability to protect our intellectual property rights from unauthorized use by third parties;

•whether the concentration of our stock ownership and voting power limits our stockholders’ ability to influence corporate matters;

•the timing, price and quantity of repurchases of shares of our common stock under our repurchase program, and our ability to fund any such repurchases; and

•the effects of macroeconomic and geopolitical events on our business, such as health epidemics, pandemics, natural disasters, the impacts of changing tariff policies and trade tensions, and wars or other regional conflicts.

In addition, statements that “Grindr believes” or “we believe” and similar statements reflect our beliefs and opinions on the relevant subjects as of the date of any such statement. These statements are based upon information available to us as of the date they are made, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any such obligation) to update or revise our forward-looking statements whether as a result of new information, future events, or otherwise. For a further discussion of these and other factors that could cause our future results, performance, or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended. Any forward-looking statement speaks only as of the date on which it is made, and you should not place undue reliance on any forward-looking

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statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

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CERTAIN OPERATING AND FINANCIAL METRICS

In this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, we refer to operating and financial metrics that our management team uses to evaluate our business. Our key operating measures include Paying Users, Average Paying Users, Average Monthly Active Users (“Average MAUs”), Average Paying User Penetration, Average Direct Revenue per Average Paying User (“ARPPU”), and Average Total Revenue Per User (“ARPU”). We define our key operating measures and how we calculate them in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating and Financial Metrics.” We also refer to non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and free cash flow conversion. We describe how we calculate these non-GAAP financial measures and provide reconciliations to the most comparable GAAP financial measures in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

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PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Grindr Inc. and subsidiaries

Condensed Consolidated Balance Sheets (unaudited)

(in thousands, except share data)


	March 31,		December 31,
	2025		2024
Assets
Current Assets
Cash and cash equivalents	$	255,868	$	59,152
Accounts receivable, net of allowance of $93 and $39, at March 31, 2025, and December 31, 2024, respectively	53,235		49,599
Prepaid expenses	6,166		2,747
Deferred charges	3,987		3,807
Other current assets	458		1,679
Total current assets	319,714		116,984
Restricted cash	605		605
Property and equipment, net	1,559		1,667
Capitalized software development costs, net	8,686		8,750
Intangible assets, net	67,608		69,872
Goodwill	275,703		275,703
Deferred tax assets	1,242		1,242
Right-of-use assets	3,039		3,053
Other assets	1,289		1,214
Total assets	$	679,445	$	479,090
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	2,186	$	3,261
Accrued expenses and other current liabilities	37,750		29,578
Current maturities of long-term debt, net	15,000		15,000
Deferred revenue	20,848		19,970
Total current liabilities	75,784		67,809
Long-term debt, net	272,021		275,580
Warrant liability	—		252,178
Lease liability	744		963

Other non-current liabilities	11,080		14,130
Total liabilities	$	359,629	$	610,660
Commitments and Contingencies (Note 14)
Stockholders’ Equity (Deficit)
Preferred stock, par value $0.0001; 100,000,000 shares authorized; none issued and outstanding at March 31, 2025, and December 31, 2024, respectively	$	—	$	—
Common stock, par value $0.0001; 1,000,000,000 shares authorized; 201,936,383 and 178,567,403 shares issued at March 31, 2025, and December 31, 2024, respectively; 200,237,600 and 177,193,667 outstanding at March 31, 2025, and December 31, 2024, respectively	20		18
Treasury stock	(19,810)		(14,295)
Additional paid-in capital	504,399		74,519
Accumulated deficit	(164,793)		(191,812)
Total stockholders’ equity (deficit)	$	319,816	$	(131,570)
Total liabilities and stockholders’ equity (deficit)	$	679,445	$	479,090

See accompanying notes to unaudited condensed consolidated financial statements.

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Grindr Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)

(in thousands, except per share and share data)


	Three Months Ended March 31,
	2025		2024
Revenue	$	93,938	$	75,345
Operating costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)	24,542		19,620
Selling, general and administrative expense	30,240		26,609
Product development expense	10,287		5,741
Depreciation and amortization	3,477		4,119
Total operating expenses	68,546		56,089
Income from operations	25,392		19,256
Other income (expense)
Interest expense, net	(3,875)		(7,185)
Other income (expense), net	148		(117)
Gain (loss) in fair value of warrant liability	9,905		(18,680)
Total other income (loss), net	6,178		(25,982)
Net income (loss) before income tax	31,570		(6,726)
Income tax provision	4,551		2,680
Net income (loss) and comprehensive income (loss)	$	27,019	$	(9,406)
Net income (loss) per share
Basic	$	0.14	$	(0.05)
Diluted	$	0.09	$	(0.05)
Weighted-average shares outstanding:
Basic	189,767,679		175,516,307
Diluted	201,048,090		175,516,307

See accompanying notes to unaudited condensed consolidated financial statements.

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Grindr Inc. and subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)

(in thousands, except per share amounts and share data)


	Preferred Stock (Par value $0.0001)			Common Stock (Par value $0.0001)			Treasury Stock			Additional paid-in capital		Accumulated deficit		Total stockholders’ deficit
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2023	—	$	—	175,377,711	$	18	357,240	$	(2,154)	$	44,655	$	(60,811)	$	(18,292)
Net loss and comprehensive loss	—	—		—	—		—	—		—		(9,406)		(9,406)
Stock-based compensation	—	—		—	—		—	—		6,259		—		6,259
Vested restricted stock units	—	—		363,793	—		—	—		—		—		—
Exercise of stock options	—	—		164,295	—		—	—		916		—		916
Common stock withheld related to net settlement of equity awards	—	—		—	—		157,276	(1,494)		—		—		(1,494)
Balance at March 31, 2024	—	$	—	175,905,799	$	18	514,516	$	(3,648)	$	51,830	$	(70,217)	$	(22,017)


	Preferred Stock (Par value $0.0001)			Common Stock (Par value $0.0001)			Treasury Stock			Additional paid-in capital		Accumulated deficit		Total stockholders’ (deficit) equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2024	—	$	—	178,567,403	$	18	1,373,736	$	(14,295)	$	74,519	$	(191,812)	$	(131,570)
Net income and comprehensive income	—	—		—	—		—	—		—		27,019		27,019
Stock-based compensation	—	—		—	—		—	—		6,282		—		6,282
Vested restricted stock units	—	—		770,713	—		—	—		7,783		—		7,783
Exercise of stock options	—	—		133,581	—		—	—		616		—		616
Exercise of warrants	—	—		30,733,623	3		—	—		556,337		—		556,340
Repurchase and retirement of common stock	—	—		(8,268,937)	(1)		—	—		(141,138)		—		(141,139)
Common stock withheld related to net settlement of equity awards	—	—		—	—		325,047	(5,515)		—		—		(5,515)
Balance at March 31, 2025	—	$	—	201,936,383	$	20	1,698,783	$	(19,810)	$	504,399	$	(164,793)	$	319,816

See accompanying notes to unaudited condensed consolidated financial statements.

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Grindr Inc. and subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)


	Three Months Ended March 31,
	2025		2024
Operating activities
Net income (loss) and comprehensive income (loss)	$	27,019	$	(9,406)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation	10,947		7,869
(Gain) loss in fair value of warrant liability	(9,905)		18,680
Amortization of debt discount and issuance costs	223		231

Depreciation and amortization	3,477		4,119
Provision for expected credit losses	54		(287)
Deferred income taxes	—		(107)
Non-cash lease expense	636		316
Changes in operating assets and liabilities:
Accounts receivable	(3,690)		(1,540)
Prepaid expenses and deferred charges	(3,599)		(2,544)
Other current assets	1,221		1,648
Other assets	(107)		(37)
Accounts payable	(1,229)		(398)
Accrued expenses and other current liabilities	(1,291)		2,390
Deferred revenue	878		(111)
Lease liability	(841)		(385)
Other liabilities	—		11
Net cash provided by operating activities	23,793		20,449
Investing activities
Purchase of property and equipment	(124)		(195)
Additions to capitalized software development costs	(504)		(953)
Net cash used in investing activities	$	(628)	$	(1,148)

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Grindr Inc. and subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited) (continued)

(in thousands)


	Three Months Ended March 31,
	2025		2024
Financing activities
Proceeds from the exercise of stock options	$	619	$	916
Repurchases of common stock under the stock repurchase program	(131,984)		—
Withholding taxes paid on stock-based compensation	(5,400)		(1,312)
Proceeds from the exercise of warrants	314,124		—
Payment for the redemption of warrants	(58)		—

Principal payments on debt	(3,750)		(25,750)

Net cash provided by (used in) financing activities	173,551		(26,146)
Net increase (decrease) in cash, cash equivalents and restricted cash	196,716		(6,845)
Cash, cash equivalents and restricted cash, beginning of the period	59,757		28,998
Cash, cash equivalents and restricted cash, end of the period	$	256,473	$	22,153

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	255,868	$	21,548
Restricted cash	605		605
Cash, cash equivalents and restricted cash	$	256,473	$	22,153

Supplemental disclosure of cash flow information:
Cash interest paid	$	1,858	$	2,672
Income taxes paid	$	—	$	4
Supplemental disclosure of non-cash investing activities:
Capitalized software development costs accrued but not paid	$	347	$	522
Supplemental disclosure of non-cash financing activities:
Repurchase of common stock for net settlement of equity awards	$	89	$	182
Issuance of common stock for the settlement of KPI Awards	$	3,609	$	2,350
Issuance of common stock for the settlement of certain market condition liability-classified awards	$	4,173	$	—
Issuance of common stock for the cashless exercise of warrants	$	63,029	$	—
Issuance of common stock for the exercise of warrants	$	179,186	$	—
Repurchase of common stock committed but not settled	$	9,155	$	—

See accompanying notes to unaudited condensed consolidated financial statements.

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

1.Nature of Business

Grindr Inc.’s (“Grindr” or the “Company”) mission is to build the Global Gayborhood in Your Pocket™ and, through its success, to make a world where the lives of its global LGBTQ community are free, equal, and just. The Company operates the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. The Grindr platform is available as a mobile application through Apple’s App Store and Google Play. The Company offers both a free, ad-supported service and a premium subscription version. The Company is headquartered in West Hollywood, California, and has additional offices in the San Francisco Bay Area, Chicago, and New York City.

Grindr was originally incorporated in the Cayman Islands on July 27, 2020, under the name Tiga Acquisition Corp. (“Tiga”), a special-purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in any other similar business combinations with one or more businesses or entities. On May 9, 2022, Grindr Group LLC and its subsidiaries (“Legacy Grindr”) entered into an Agreement and Plan of Merger (as amended on October 5, 2022, the “Merger Agreement”) with Tiga, in which Legacy Grindr would become a wholly owned subsidiary of Tiga (the “Business Combination”). On November 17, 2022, Tiga was redomiciled to the United States. Upon the consummation of the Business Combination on November 18, 2022 (the “Closing”), Tiga was renamed to “Grindr Inc.”

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2024. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries after elimination of intercompany transactions and balances. The operating results for the three months ended March 31, 2025, are not necessarily indicative of the results expected for the full year ending December 31, 2025.

Accounting Estimates

Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of common stock warrant liabilities; valuation allowance for deferred tax assets; legal contingencies; the incremental borrowing rate for the Company's leases; and the valuation of stock-based compensation.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs.

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable:


Level 1 -			Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.

Level 2 -			Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data.

Level 3 -			Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.

Recurring Fair Value Measurements

The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it is practicable to estimate fair value:

•Money market funds and U.S. treasury bills — The carrying amount of money market funds and U.S. treasury bills approximates fair value and is classified within Level 1 because the fair value is determined through quoted market prices.

•Warrant liability — Public Warrants (as defined in Note 7) are classified within Level 1 as these securities are traded on an active public market. Private Warrants (as defined in Note 7) are classified within Level 2. For the periods presented, the Company utilized the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. The Company completed the redemption of all outstanding Public Warrants and Private Warrants in February 2025, see Note 7 for additional information.

The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The fair values of the Company’s credit agreement balances as disclosed in Note 5 were measured based on prices quoted from a third-party financial institution.

Nonrecurring Fair Value Measurements

Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value. The fair value of the reporting unit or asset group is determined primarily using cost and market approaches (Level 3).

Revenue Recognition

Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services.

The Company derives all of its revenue from direct revenue and indirect revenue, each, as described below. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed.

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

Direct Revenue

Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-month, and twelve-month lengths. Subscription revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Direct revenue also consists of premium add-on revenue generated through the sale of an add-on feature on a pay-per-use, or a-la-carte, basis. Premium features are activated upon purchase and are available to use for the customer for a short duration, generally, within one day. Revenue from premium add-ons is recognized upon usage of the premium add-on. Direct revenue is recorded net of taxes, credits, and chargebacks. Customers pay in advance, primarily through mobile app stores. Subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable.

Indirect Revenue

Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with third-party advertising service providers and also directly with advertisers to display advertisements on the Grindr platform. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed on the Grindr platform. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements on the Grindr platform. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed.

The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The Company recognizes revenue when the advertisement is displayed to users. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Revenue from advertising transactions with advertising service providers is recognized net of the amounts retained by the advertising service provider as the Company does not know and expects not to know the gross amount paid by advertisers.

Accounts Receivable, net of allowance for credit losses

Grindr users generally access the Grindr platform and pay for subscriptions and premium add-on features through Apple’s App Store or Google Play. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts.

As of March 31, 2025, and December 31, 2024, the accounts receivable balances, net of allowances, were $53,235 and $49,599, respectively. The opening balance of accounts receivable, net of allowances, was $33,906 as of January 1, 2024.

Deferred Revenue

Deferred revenue consists of payments that are received in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue straight-line over the terms of the applicable subscription period or expected completion of the performance obligation, which range from one week to twelve months. As of March 31, 2025, and December 31, 2024, the deferred revenue balances were $20,848 and $19,970, respectively. The opening balance of deferred revenue was $19,181 as of January 1, 2024.

For the three months ended March 31, 2025, the Company recognized $13,855 of revenue that was included in the deferred revenue balance as of December 31, 2024. For the three months ended March 31, 2024, the Company recognized $13,184 of revenue that was included in the deferred revenue balance as of December 31, 2023.

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

Disaggregation of Revenue

The following tables summarize revenue from contracts with customers:


	Three Months Ended March 31,
	2025		2024
Direct revenue	$	80,082	$	64,378
Indirect revenue	13,856		10,967
	$	93,938	$	75,345


	Three Months Ended March 31,
	2025		2024
North America (1)	$	57,799	$	45,503
Europe	21,146		18,107
Rest of the world	14,993		11,735
	$	93,938	$	75,345

(1)North America includes revenue generated from the U.S. and Canada.

During the three months ended March 31, 2025, and 2024, revenue generated from the U.S., the Company's country of domicile, amounted to $55,278 and $43,387, respectively.

Segment Information

The chief executive officer (“CEO”) is the Company’s chief operating decision maker (“CODM”). The CODM allocates resources and assesses financial performance based upon discrete financial information at the consolidated level. The Company manages its activities related to developing and maintaining its product on a consolidated basis. There are no segment managers; instead, there are divisional leaders who report to the Company's CODM, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. While the Company derives revenues from international markets, expenses are not allocated to these international markets nor does the CODM review any other financial data for these markets. Accordingly, the Company determined that the Company operates as a single operating and reportable segment.

The CODM assesses performance for the Company’s single operating segment based on net income (loss) that is also reported on the condensed consolidated statement of operations and comprehensive income (loss) as “Net income (loss) and comprehensive income (loss)”. Significant segment expenses that are regularly reviewed by the CODM include: cost of revenue; stock-based compensation; employee compensation (e.g. payroll, benefits, commissions) and contractor expense, excluding stock-based compensation; sales and marketing expense (excluding commissions); professional services expense; and general and administrative expense (all other non-compensation corporate overhead). The measure of segment assets is reported on the consolidated balance sheets as “Total assets”. Substantially all of the Company’s long-lived assets are attributed to operations in the U.S.

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

Information about the Company's single reportable segment revenue, segment net income (loss), and significant segment expenses are as follows:


	Three Months Ended March 31,
	2025		2024
Revenue	$	93,938	$	75,345
Operating costs and expenses
Cost of revenue (exclusive of depreciation and amortization)	24,542		19,620
Employee compensation and contractor expense, excluding stock-based compensation expense	18,740		13,359
Stock-based compensation expense	10,947		7,869
Sales and marketing expense	1,901		1,074
Professional services expense	5,014		5,935
Other general and administrative expense	3,925		4,113
Depreciation and amortization	3,477		4,119
Total operating expenses	68,546		56,089
Income from operations	25,392		19,256
Interest expense, net	3,875		7,185
Other (income) expense, net(1)	(10,053)		18,797
Income tax provision	4,551		2,680
Net income (loss) and comprehensive income (loss)	$	27,019	$	(9,406)

(1)Other (income) expense, net includes (gain) loss in fair value of warrant liability, and other expenses.

Accounting Pronouncements

As an “emerging growth company,” the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) allows the Company to delay adoption of new or revised pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this new standard.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40). The guidance requires all public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this new standard.

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

3.Other Current Assets

Other current assets consist of the following:


	March 31, 2025		December 31, 2024
Cloud computing arrangements implementation costs	$	77	$	95
Income tax receivable	—		585
Other current assets	381		999
	$	458	$	1,679

4.Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	March 31, 2025		December 31, 2024
Repurchase of common stock payable (see Note 8)	$	9,155	$	—
Income and other taxes payable	6,206		1,963
Litigation-related funds received from escrow (see Note 14)	5,929		5,929
Employee compensation and benefits	4,006		13,435
Accrued interest payable	3,504		96
Lease liability, short-term	2,514		2,370
Accrued infrastructure expense	1,792		1,557
Accrued professional service fees	1,593		1,101
Accrued legal expense	910		469
Other accrued expenses	2,141		2,658
	$	37,750	$	29,578

5.Debt

Total debt for the Company is comprised of the following:


	March 31, 2025		December 31, 2024
Senior Term Loan Facility	$	278,250	$	282,000
Senior Revolving Facility	11,600		11,600
	289,850		293,600
Less: unamortized debt issuance and discount costs	(2,829)		(3,020)
Total debt	287,021		290,580
Less: current maturities of long-term debt	(15,000)		(15,000)
Long-term debt	$	272,021	$	275,580

2023 Credit Agreement

On November 28, 2023, a wholly owned subsidiary of the Company, Grindr Capital LLC (“Grindr Capital”), as borrower, entered into a credit agreement (the “2023 Credit Agreement”) with the Company and certain other wholly owned subsidiaries of the Company, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto. The 2023 Credit Agreement provides for a (i) $300,000 senior secured term loan facility (“Senior Term Loan Facility”), and (ii) $50,000 senior secured revolving credit facility (“Senior Revolving Facility,” and together with the Senior Term Loan Facility, the “2023 Credit Facilities”) (with a $15,000 letter of credit sublimit and a $10,000 swingline loan sublimit). Grindr Capital has the option to request that lenders increase the amount available under the Senior Revolving Facility by, or obtain incremental term loans of, up to $100,000, subject to the terms of the 2023 Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

On November 28, 2023, Grindr Capital borrowed the full amount of the Senior Term Loan Facility and $44,400 under the Senior Revolving Facility. Proceeds from the initial drawings under the 2023 Credit Facilities and cash on hand were used to repay in full outstanding obligations under the Company's previous credit agreement and to pay fees, premiums, costs, and expenses, including fees payable in connection with the 2023 Credit Agreement. Unused commitments under the 2023 Credit Agreement as of March 31, 2025, amounted to $38,400. As of March 31, 2025, and December 31, 2024, there were no swingline loans or letters of credit outstanding under the 2023 Credit Agreement.

Borrowings under the 2023 Credit Agreement (other than swingline loans) bear interest at a rate equal to either, at Grindr Capital’s option, (i) the highest of the Prime Rate (as defined in the 2023 Credit Agreement), the Federal Funds Rate (as defined in the 2023 Credit Agreement) plus 0.50%, or one-month Term SOFR (as defined in the 2023 Credit Agreement) plus 1.00% (the “Alternate Base Rate”); or (ii) Term SOFR; in each case plus an applicable margin ranging from 2.75% to 3.25% with respect to Term SOFR borrowings and 1.75% to 2.25% with respect to Alternate Base Rate borrowings. The interest rate in effect for 2023 Credit Agreement, other than swingline loans, as of March 31, 2025, and December 31, 2024, is 7.1% and 7.2%, respectively.

Swingline loans under the 2023 Credit Agreement bear interest at the Alternate Base Rate plus the applicable margin. The applicable margin will be based upon the total net leverage ratio (as defined in the 2023 Credit Agreement) of the Company.

Grindr Capital will also be required to pay a commitment fee for the unused portion of the Senior Revolving Facility, which will range from 0.375% to 0.50% per annum, depending on the total net leverage ratio of the Company. For the three months ended March 31, 2025, the Company’s commitment fee was not significant.

The Senior Term Loan Facility will amortize on a quarterly basis at 1.25% of the aggregate principal amount outstanding as of the initial closing date of the 2023 Credit Agreement, until the final maturity date on November 28, 2028. Any borrowing under the Senior Revolving Facility may be repaid, in whole or in part, at any time and from time to time, subject to prior notice and accompanied by accrued interest and break funding payments, and any amounts repaid may be reborrowed, in each case, until the maturity date on November 28, 2028.

Mandatory prepayments are required under the Senior Revolving Facility when borrowings and letter of credit usage exceed the aggregate revolving commitments of all lenders. Mandatory prepayments are also required in connection with (i) certain asset dispositions and casualty events, in each case, to the extent the proceeds of such dispositions or casualty events exceed certain individual and aggregate thresholds and are not reinvested, and (ii) unpermitted debt transactions. For the three months ended March 31, 2025, the Company was not required to make any mandatory prepayments.

The 2023 Credit Agreement contains certain customary events of default, and if an event of default has occurred and continues beyond any applicable cure period, all outstanding obligations under the 2023 Credit Agreement may be accelerated or the commitments may be terminated, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the 2023 Credit Agreement while an event of default is continuing.

For the three months ended March 31, 2025, the Company did not incur debt issuance costs in conjunction with the 2023 Credit Agreement. The amortization of such debt issuance costs is included in “Interest expense, net” on the condensed consolidated statements of operations and comprehensive income (loss).

Covenants

The 2023 Credit Agreement includes financial covenants, including the requirement for the Company to maintain (i) a total net leverage ratio no greater than a specified level, currently 3.50:1.00 prior to and through December 31, 2025 and no greater than 3.00:1.00 thereafter; and (ii) a fixed charge coverage ratio no less than 1.15:1.00 from March 31, 2024 and thereafter.

The 2023 Credit Agreement also contains certain customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents and sale and leaseback transactions. At March 31, 2025, and December 31, 2024, the Company was in compliance with the financial covenants under the 2023 Credit Agreement.

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

Fair value

The fair values of the Company’s 2023 Credit Agreement balances were measured based on prices quoted from a third-party financial institution, which the Company classifies as a Level 2 input within the fair value hierarchy. The estimated fair value of the 2023 Credit Agreement balances as of March 31, 2025, and December 31, 2024, were $288,401 and $292,132, respectively.

6.Leases

Operating Leases

Company as a lessee

The Company enters into operating leases in the normal course of business, primarily for office space. As of March 31, 2025, the Company has four operating leases with remaining lease terms of less than one year to four years.

In conjunction with one of the operating leases, the Company secured a letter of credit for $1,392, which is recorded as “Restricted cash” on the consolidated balance sheets. As of March 31, 2025, and December 31, 2024, the balance of this letter of credit was $605 and $605, respectively.

Components of lease cost included in “Selling, general and administrative expenses” on the condensed consolidated statements of operations and comprehensive income (loss) are as follows:


	Three Months Ended March 31,
	2025		2024
Operating lease cost	$	715	$	413
Short-term lease cost	146		305
Sublease income	(169)		(256)
Total lease cost	$	692	$	462

Supplemental cash flow information related to the lease is as follows:


	Three Months Ended March 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities	$	775	$	428
Right-of-use assets obtained in exchange for lease liabilities:
New lease entered into during the period	$	622	$	—

Supplemental balance sheet information related to the lease is as follows:


	March 31, 2025		December 31, 2024
Assets:
Right-of-use assets	$	3,039	$	3,053
Liabilities:
Accrued expenses and other current liabilities	2,514		2,370
Lease liability, long-term portion	744		963
Total operating lease liabilities	$	3,258	$	3,333
Weighted average remaining operating lease term (years)	1.5		1.6
Weighted average operating lease discount rate	8.91%		9.14%

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

The Company’s lease does not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. Future maturities of lease liabilities are as follows:


Remainder of 2025	$	2,018
2026	1,147
2027	242
2028	21
Thereafter	—
Total lease payments	$	3,428
Less: imputed interest	(170)
Total lease liabilities	$	3,258

There were no leases with residual value guarantees or executed leases that had not yet commenced as of March 31, 2025.

Company as a lessor

The Company is a sublessor on one operating lease that expires in April 2026.

Future non-cancelable rent payments from the Company's sublease tenant are as follows:


Remainder of 2025	$	548
2026	249

Thereafter	—
	$	797

7.Warrant Liabilities

In connection with Tiga’s initial public offering, Tiga issued: (i) 18,560,000 private placement warrants (“Private Warrants”) to its sponsor, Tiga Sponsor LLC (the “Sponsor”); and (ii) sold 13,800,000 public warrants. In connection with the reverse recapitalization treatment of the Business Combination, the Company effectively issued 37,360,000 warrants to purchase shares of Grindr’s common stock, which included 13,800,000 public warrants, 18,560,000 Private Warrants, 2,500,000 redeemable warrants (“Forward Purchase Warrants”) issued pursuant to the Second Amended and Restated Forward Purchase Agreement, dated May 9, 2022, by and between Tiga and the Sponsor (“FPA”), and 2,500,000 redeemable warrants issued pursuant to a backstop commitment under the FPA (“Backstop Warrants”). The Forward Purchase Warrants and the Backstop Warrants have the same terms and are in the same form as the public warrants (as such, are collectively referred to as the “Public Warrants” and, together with the Private Warrants, the “Warrants”).

On January 23, 2025, the Company provided notice to the registered holders of its outstanding Warrants that the Company would redeem the Warrants at a redemption price of $0.10 per Warrant at 5:00 p.m. New York City time on February 24, 2025 (the “Redemption Date”). In connection with the redemption, Warrant holders were entitled to exercise their Warrants until 5:00 p.m. New York City time on the Redemption Date, either (i) for cash, at an exercise price of $11.50 per share of common stock; or (ii) on a “cashless basis” in which case, the holder would receive 0.361 shares of common stock per Warrant, which number was determined in accordance with the terms of the warrant agreement governing the terms of the Warrants and based on the Redemption Date and the volume-weighted average price of the common stock for the ten trading days immediately following the date on which the notice of redemption was sent to registered holders of outstanding Warrants.

Subsequent to the Company's announcement that it would redeem all of the outstanding Warrants, and prior to the conclusion of the redemption notice period at 5:00 p.m. New York City time on the Redemption Date, an aggregate of: (i) 9,469,634 Warrants were exercised on a cashless basis in exchange for the issuance of 3,418,518 shares of common stock; and (ii) 27,315,105 Warrants were exercised for cash in exchange for the issuance of an aggregate of 27,315,105

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

shares of common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to the Company of $314,124. At the conclusion of the redemption notice period on the Redemption Date, the remaining 575,086 Warrants issued and outstanding were redeemed at a price of $0.10 per Warrant for aggregate cash payment from the Company of $58. The Public Warrants were delisted from the New York Stock Exchange (“NYSE”) pursuant to a Form 25 filed on February 24, 2025, by the NYSE.

The Warrants were remeasured to their fair value on each exercise date or on Redemption Date if the Warrants remained unexercised. The change in fair value for the three months ended March 31, 2025 and 2024, was a gain of $9,905 and a loss of $18,680, respectively, recognized in the condensed consolidated statements of operations and comprehensive income (loss). There were no outstanding Warrants as of March 31, 2025.

8.Stockholders’ Equity (Deficit)

Stock Repurchase Program

In March 2025, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program to allow for the repurchase of up to $500,000 of shares of the Company’s common stock for the period from March 7, 2025, to March 6, 2027 (the “Stock Repurchase Program”). During the three months ended March 31, 2025, the Company repurchased and retired 8,268,937 shares of the Company’s common stock for an aggregate purchase price of $141,139, which equates to an average price of $17.07 per share. As of March 31, 2025, the Company has an aggregate of $358,861 authorized and remaining under the Stock Repurchase Program. Amounts reflected above are based on the trade date and differ from the condensed consolidated statements of cash flows which reflects stock repurchases based on the settlement date. The difference of $9,155 was accrued and recorded in “Accrued expenses and other current liabilities” in the condensed consolidated balance sheets as of March 31, 2025.

The Company may repurchase shares of the Company’s common stock in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The amount and timing of any repurchases will depend on a number of factors including the price and availability of the Company's common stock, trading volume, and general market conditions.

9.Stock-based Compensation

2022 Plan

Executive Incentive Awards – Market condition awards – Liability-classified awards

Certain restricted stock unit (“RSU”) awards granted by the Company are subject to market conditions. These market condition awards are issued upon the achievement (at varying levels) of certain market capitalization thresholds. The Company has an obligation to issue a variable number of shares based on a fixed dollar value divided by the volume weighted-average price per share of the Company’s common stock for a 90-day period preceding each market capitalization achievement date. These awards are liability-classified and require fair value remeasurement at the end of each reporting period.

During the first quarter of 2025, the Company issued RSUs to certain executives upon the achievement of a certain market capitalization threshold. Upon achievement of that market capitalization threshold, the Company issued an aggregate of 228,785 fully vested RSUs to the executives with a total fair value of $4,173.

During the first quarter of 2025, a market condition award of the Company's Chief Executive Officer was modified to lower a certain market capitalization threshold and establish a date for the modified market capitalization threshold to be met, unless extended by the compensation committee prior to such date. This award was remeasured to its fair value at March 31, 2025.

No other market condition awards were granted or forfeited during the three months ended March 31, 2025.

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

The Company used the Monte Carlo simulation model to value the liability-classified awards. The key inputs into the Monte Carlo simulation as of March 31, 2025, and December 31, 2024, were as follows:


	March 31, 2025		December 31, 2024
Expected term (in years)	2.6 - 10.0		10.0
Expected stock price volatility (1)	60.0	%	65.0	%
Risk-free interest rate (2)	3.8% - 4.2%		4.1	%
Expected dividend yield (3)	—	%	—	%

(1)Expected volatility is based on a blend of historical volatility observed for a publicly traded peer group and the Company’s specific volatility over a period equivalent to the expected term of the awards.

(2)The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards.

(3)The Company has not historically paid any cash dividends on its common stock.

Key Performance Indicator (“KPI”) awards

KPI awards will be issued upon the satisfaction of certain KPIs as determined annually by the Board. The Company has an obligation to issue a variable number of shares based on a fixed dollar value divided by the volume weighted-average price per share of the Company’s common stock for a 90-day period preceding the issue date. The issue date shall occur no later than 120 days after the end of the applicable year. These awards are liability-classified and require fair value remeasurement at the end of each reporting period. The fair value of the KPI awards is based on the fixed dollar amount that is probable of being paid.

During the first quarter of 2024, the Compensation Committee of the Board approved KPI awards and measurement frameworks related to the fiscal year ending December 31, 2024. In March 2025, the Compensation Committee of the Board determined that as of December 31, 2024, such KPIs were achieved. A total of 238,400 shares were issued in the first quarter of 2025 with a total fair value of $3,609. Stock-based compensation expense of $526 related to the service provided through March 31, 2025, was recorded in “Selling, general and administrative expense” on the condensed consolidated statements of operations and comprehensive income (loss).

No KPI awards were forfeited during the three months ended March 31, 2025.

Time-based Awards Activity

The following table summarizes the unvested time-based RSU activity during the three months ended March 31, 2025:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2024	6,110,486	$	9.66
Granted	247,669	$	16.69
Vested	(303,528)	$	9.25
Forfeited or expired	(87,424)	$	12.22
Outstanding at March 31, 2025	5,967,203	$	9.93

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

2020 Plan

Stock options

The following table summarizes the stock option activity for the three months ended March 31, 2025:


	Number of Options	Weighted Average Exercise Price
Outstanding at December 31, 2024	705,116	$	5.00
Exercised	(133,581)	$	4.61
Forfeited or expired	(2,272)	$	7.63
Outstanding at March 31, 2025	569,263	$	5.08

Stock-based compensation information

The following table summarizes stock-based compensation expenses for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025		2024
Selling, general and administrative expenses	$	9,711	$	7,423
Product development expenses	1,236		446
	$	10,947	$	7,869

Stock-based compensation expense that was capitalized as an asset was $66 and $32 for the three months ended March 31, 2025 and 2024, respectively.

10.Income Tax

In determining the quarterly provisions for income taxes, the Company uses the estimated annual effective tax rate applied to the actual year-to-date income (loss), adjusted for discrete items arising in that quarter. In addition, the effect of changes in enacted tax laws or rates and tax status is recognized in the interim period in which the change occurs.

The computation of the estimated annual effective rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (loss) for the year, projections of the proportion of income (and/or loss) earned, and tax in foreign jurisdictions and permanent and temporary differences. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained, or the Company’s tax environment changes. To the extent that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs.

For the three months ended March 31, 2025 and 2024, the Company recorded an income tax provision of $4,551 and $2,680, respectively. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% because of the nondeductible fair value adjustments on the change in the warrant liabilities and was also impacted by nondeductible officer compensation, the foreign derived intangible income deduction, and the research and development credit. Due to the ongoing market volatility of the fair value adjustments on the warrant liabilities, the adjustments are not estimable and as a result, the Company applied the tax effect of the fair value adjustment to the warrant liabilities as a discrete item in the current quarter.

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

11.Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted income (loss) per share:


	Three Months Ended March 31,
	2025		2024
Numerator:
Net income (loss) and comprehensive income (loss)	$	27,019	$	(9,406)
Gain on fair value of warrant liabilities	(9,905)		—
Net income (loss) and comprehensive income (loss) adjusted for gain on fair value of warrant liabilities	$	17,114	$	(9,406)
Denominator:
Basic weighted average shares of common stock outstanding	189,767,679		175,516,307
Diluted effect of stock-based awards	3,614,345		—
Diluted effect of warrants	7,371,766		—
Diluted effect of market condition equity awards	111,574		—
Diluted effect of KPI awards	182,726		—
Diluted weighted average shares of common stock outstanding	201,048,090		175,516,307

Net income (loss) per share
Basic	$	0.14	$	(0.05)
Diluted	$	0.09	$	(0.05)

The following table presents the potential shares that are excluded from the computation of diluted net income (loss) per share and comprehensive income (loss) per share for the periods presented because including them would have had an anti-dilutive effect:


	Three Months Ended March 31,
	2025	2024
Stock options issued under 2020 Plan	—	1,563,577
Time-based RSUs	—	6,112,074

Warrants	—	37,360,000

Shares issuable for the market condition awards are not included in the table above, as the market condition criterion have not yet been achieved. Such shares are therefore not included in the Company's calculation of basic or diluted net income (loss) per share.

12.Fair Value Measurements

The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:


	March 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds	$	10,745	$	10,745	$	—	$	—
U.S. treasury bills	241,221		241,221		—		—
	$	251,966	$	251,966	$	—	$	—

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)


	December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds	$	22,787	$	22,787	$	—	$	—
U.S. treasury bills	20,221		20,221		—		—
	$	43,008	$	43,008	$	—	$	—

Liabilities:
Common stock warrant liabilities	$	252,178	$	126,898	$	125,280	$	—

Money market funds and U.S. treasury bills

The money market funds and U.S. treasury bills are classified within Level 1 as these securities are traded on an active public market.

Common stock warrant liabilities

The Warrants were accounted for as a liability in accordance with ASC Topic 815, Derivatives and Hedging (see Note 7). The warrant liability was measured at fair value upon assumption and on a recurring basis, with changes in fair value presented in the condensed consolidated statements of operations and comprehensive income (loss).

The Company used Level 1 inputs for valuing the Public Warrants and Level 2 inputs for valuing the Private Warrants. The Private Warrants are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. See Note 7 for additional information on the Company's Warrants.

The following table presents the changes in the fair value of warrant liability:


	Total Warrant Liability
Fair value as of December 31, 2024	$	252,178
Change in fair value of warrant liability	(9,905)
Exercise and redemption of Warrants	(242,273)

Fair value as of March 31, 2025	$	—

13.Related Parties

In connection with the Company's redemption of Warrants as discussed in Note 7, two members of the Board exercised an aggregate of 15,984,566 Warrants, of which, (i) 1,336,124 Warrants were exercised on a cashless basis in exchange for the issuance of 482,340 shares of common stock; and (ii) 14,648,442 Warrants were exercised for cash in exchange for the issuance for an aggregate of 14,648,442 shares of common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to the Company of $168,467.

14.Commitments and Contingencies

Litigation

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of March 31, 2025, amounts accrued for contingent losses were not material to its financial position.

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Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

Norway Matter

In January 2021, the Norwegian Data Protection Authority (“NDPA”) sent Grindr LLC, a wholly owned subsidiary of the Company, an “Advance notification of an administrative fine” of 100,000 NOK (the equivalent of approximately $9,493 using the exchange rate as of March 31, 2025) for an alleged infringement of the General Data Protection Regulation (“GDPR”). The NDPA alleged that (i) Grindr LLC disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) Grindr LLC disclosed special category personal data to third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr LLC contested the draft findings and fine.

In December 2021, the NDPA issued a reduced administrative fine against Grindr LLC in the amount of 65,000 NOK (the equivalent of approximately $6,171 using the exchange rate as of March 31, 2025). Grindr LLC filed an appeal with the NDPA. On November 24, 2022, Grindr Group and Kunlun Grindr Holdings Limited (“Kunlun”) entered into an escrow agreement providing for Grindr Group's access to $6,500 of funds for the total amount payable, if any, by Grindr LLC following Grindr LLC's appeal of the NDPA's decision to the NDPA and, as applicable to the Norwegian Privacy Appeals Board (the “NPAB”).

On December 7, 2022, the NDPA upheld the reduced administrative fine against Grindr LLC and the appeal was sent to the NPAB for further consideration. On September 29, 2023, the NPAB issued its decision to uphold the NDPA's decision and fine of 65,000 NOK. On October 10, 2023, Grindr Group received $5,929 from the escrow account with Kunlun, (the equivalent of approximately 65,000 NOK using the exchange rate as of October 3, 2023). On October 27, 2023, Grindr LLC filed suit in Oslo District Court to overturn the NPAB's decision, including to eliminate the fine. On July 1, 2024, the Oslo District Court upheld the prior decision and ordered Grindr to pay the government attorneys fees of approximately $50. Grindr filed its appeal of the Oslo District Court's decision with the Norwegian Appeals Court on September 13, 2024, and an appeal hearing is scheduled for August 2025.

Israeli Class Action

In December 2020, Grindr LLC was named in a statement of claim and petition for certification of a class action in Israel (Israeli Central District Court). The statement of claims generally alleges that Grindr LLC violated users’ privacy by sharing information with third parties without their explicit consent. The petitioner asserts several causes of action under Israeli law, including privacy breaches, unlawful enrichment, and negligence, as well as causes of action under California law, including privacy violations under the California Constitution and California common law, negligence, violation of the Unfair Competition Law, and unjust enrichment. The statement of claims seeks various forms of monetary, declaratory, and injunctive relief, in addition to certification as a class action. On December 22, 2022, Grindr LLC filed its opposition to class certification. Following a case management conference on October 7, 2024, the court directed the plaintiff to file its reply to Grindr's opposition by November 11, 2024. The parties have reached a settlement subject to court approval.

UK Group Action

On April 15, 2025, the Company and Grindr LLC were served with proceedings in the English Court, which proceedings were originally issued in April 2024, brought by a UK law firm on behalf of 10,080 alleged Grindr users from a period between 2009 and 2020 alleging unlawful processing of their personal data in breach of UK data protection laws and misuse of their private information. On April 24, 2025, the UK law firm notified the Company and Grindr LLC that a second claim had been issued making identical claims on behalf of 421 further Grindr users and, because of procedural defects before the claim was served, 9,436 of the claimants in the first case. At this time, it is too early to determine the likely outcome of these matters.

15.Subsequent Events

The Company has concluded that no events or transactions have occurred that require disclosure.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to the unaudited condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in “Special Note Regarding Forward-Looking Statements.”

Overview

Grindr Inc.’s (“Grindr”, “we”, “us”, “our” or the “Company”) mission is to build the Global Gayborhood in Your Pocket™, and, through our success, to make a world where the lives of our global LGBTQ community are free, equal, and just. We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. We had 14.6 million Average MAUs and 1.2 million Average Paying Users for the three months ended March 31, 2025, as compared to 13.7 million Average MAUs and 1.0 million Average Paying Users for the three months ended March 31, 2024. Through gayborhood expansion initiatives, we are developing new products for users to engage with the Grindr platform, which include new partnership-based digital versions of services typically found in physical gayborhoods. Our social impact division, Grindr for Equality, advances human rights, health, and safety for millions of lesbian, gay, bisexual, transgender, and queer (“LGBTQ”) people in partnership with organizations in every region of the world.

The Grindr mobile application is free to download and provides certain services and features to Grindr’s users at no cost. We also offer a variety of additional controls and features for users who enroll in our paid subscriptions and add-on products. A substantial portion of our revenue is from direct revenue, representing 85.2% and 85.4% of total revenue for the three months ended March 31, 2025 and 2024, respectively. Direct revenue is derived from users in the form of subscription fees, providing our users access to a variety of features for the period of their subscription. Our current subscription offerings are Grindr XTRA and Grindr Unlimited. We utilize a freemium model to drive increased user acquisition, subscriber conversions, and monetization on the Grindr platform. We also offer premium add-ons on a pay-per-use, or a-la-carte, basis. Leveraging strong brand awareness and our significant user network stemming from our first mover advantage in the gay, bisexual, transgender, and queer (“GBTQ”) social networking industry, our historical growth in number of users has been driven primarily by word-of-mouth referrals and other organic means.

In addition to our revenue generated from subscription fees and premium add-ons, we also generate indirect revenue, representing 14.8% and 14.6% of total revenue for the three months ended March 31, 2025 and 2024, respectively. Indirect revenue includes both first-party and third-party advertising. We provide advertisers with the opportunity to directly reach the GBTQ community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, entertainment, gaming, travel, and consumer goods. We offer our partners a diverse range of advertising opportunities to advertisers, including in-app banners, full-screen interstitials, and other customized units, typically sold on a cost per mille (“CPM”) basis. Additionally, we contract with a variety of third-party advertising platforms to market and sell digital advertising inventory available on the Grindr platform. We will continue to evaluate opportunities to increase advertising inventory by both enhancing and differentiating our advertising offerings in addition to scaling our advertising volume.

We generated $93.9 million and $75.3 million of revenue for the three months ended March 31, 2025 and 2024, respectively, representing a period-over-period growth of 24.7%. We had 1.2 million and 1.0 million Average Paying Users, for the three months ended March 31, 2025 and 2024, respectively, representing a period-over-period growth of 15.5%.

While we have users in over 190 countries and territories, our core markets are currently North America and Europe, from which we derived 84.0% and 84.4% of our total revenues for the three months ended March 31, 2025 and 2024, respectively. We intend to grow our user base and revenues by continuing to introduce new and innovative products and services to all of our users across the globe.

On average, profiles on our platform sent over 338.1 and 367.2 million daily messages for the three months ended March 31, 2025 and 2024, respectively.

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Recent Developments

Testing of Our First Gayborhood Initiative, WoodworkTM

In April 2025, Grindr began testing Woodwork by Grindr, our first Gayborhood expansion initiative in the health and wellness space. Woodwork is a white-label erectile dysfunction (ED) medication subscription service powered by OpenLoop, our partner for clinical support. While the initial focus of Woodwork is our core user base, we also believe the brand has the potential to expand to a broader audience over time. The health and wellness services provided through Woodwork will be offered as a cash pay service. We are currently testing Woodwork in limited jurisdictions and plan to expand to more states during 2025.

In connection with our testing of Woodwork, we and our third-party suppliers, compounders, and manufacturers for Woodwork may be subject to extensive regulation by the U.S. federal Food and Drug Administration (“FDA”) and federal, state, and local authorities. These authorities can enforce regulations related to the testing, production, compounding, control, safety, quality assurance, labeling, promotion, packaging, sterilization, storage, and distribution of FDA-approved prescription drugs and/or compound medications. The ED medication currently offered through Woodwork is a compounded drug product under Section 503 of the Federal Food, Drug & Cosmetic Act (“FDCA”). Drugs compounded by outsourcing facilities in compliance with Section 503 are exempt from the new drug approval requirements of the FDCA and certain labeling requirements of the FDCA. As such, the FDA does not review or verify the safety or effectiveness of compounded products distributed or dispensed by outsourcing facilities, which includes the ED medication currently offered through Woodwork; rather Section 503 of the FDCA establishes standards for manufacturing processes and controls applicable to outsourcing facilities as a means to ensure drug quality. Section 503B outsourcing facilities are subject to FDA inspection on a risk-based schedule.

In addition, Woodwork is subject to extensive federal and state healthcare laws and regulations applicable to the clinical support provided by OpenLoop. In certain jurisdictions, the corporate practice of medicine doctrine generally prohibits non-physicians from practicing medicine, employing physicians to provide clinical services, or otherwise exercising undue influence or control over medical decisions of physicians, among other things. Additionally, the practice of medicine and related health professions are subject to various federal, state, and local certification and licensing laws, regulations, approvals and standards, relating to, among other things, the qualifications of the provider, professional practice (including specific requirements when providing health care utilizing telehealth technologies and the provision of remote care), the continuity and adequacy of medical care, the maintenance of medical records, the supervision of personnel, and the prerequisites for prescribing medication and ordering of tests.

Redemption of Warrants and Related Warrant Exercises

On January 23, 2025, we provided notice to the registered holders of our outstanding warrants that we would redeem the warrants at a redemption price of $0.10 per warrant at 5:00 p.m. New York City time on February 24, 2025 (the “Redemption Date”). In connection with the redemption, warrant holders were entitled to exercise their warrants until 5:00 p.m. New York City time on the Redemption Date, either (i) for cash, at an exercise price of $11.50 per share of common stock; or (ii) on a “cashless basis” in which case, the holder would receive 0.361 shares of common stock per warrant, which number was determined in accordance with the terms of the warrant agreement governing the terms of the warrants and based on the Redemption Date and the volume-weighted average price of the common stock for the ten trading days immediately following the date on which the notice of redemption was sent to registered holders of outstanding warrants.

After our announcement that we would redeem all of our outstanding warrants, and prior to the conclusion of the redemption notice period at 5:00 p.m. New York City time on the Redemption Date, an aggregate of: (i) 9,469,634 warrants were exercised on a cashless basis in exchange for the issuance of 3,418,518 shares of common stock; and (ii) 27,315,105 warrants were exercised for cash for an aggregate of 27,315,105 shares of common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to us of $314.1 million. At the conclusion of the redemption notice period on the Redemption Date, the remaining 575,086 warrants issued and outstanding were redeemed at a price of $0.10 per warrant for aggregate cash payment from the Company of $58. The public warrants were delisted from the New York Stock Exchange pursuant to a Form 25 filed on February 24, 2025.

Certain Labor Matters

In July 2023, the Communications Workers of America AFL-CIO (“CWA”) filed an election petition with the National Labor Relations Board (“NLRB”) seeking to hold a representation election for certain classifications of our employees. CWA subsequently filed several unfair labor practice charges against us with the NLRB, including a request for injunctive relief under Sec. 10(j) of the National Labor Relations Act. Regarding the election petition, the NLRB conducted a secret mail-ballot election and held partial vote counts in November and December 2023. As of the date of

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filing of this Quarterly Report, the NLRB has not completed tallying all the votes from the election as there are numerous outstanding challenged ballots. In addition, on November 1, 2024, the local regional office of NLRB issued a complaint on the unfair labor practice charges, which is scheduled for a hearing in May 2025. This complaint is the first step in the administrative process and is not a finding of any wrongdoing, nor is it a decision or ruling of the NLRB.

Consolidated Results for Three Months Ended March 31, 2025 and 2024

For the three months ended March 31, 2025 and 2024, we generated:

•Revenue of $93.9 million and $75.3 million, respectively. The increase for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was $18.6 million, or 24.7%.

•Net income (loss) of $27.0 million and $(9.4) million, respectively. The change for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was $36.4 million, or 387.2%. This resulted in a net income (loss) margin of 28.8% and (12.5)%, respectively.

•Adjusted EBITDA of $40.7 million and $31.6 million, respectively. The increase for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was $9.1 million, or 28.8%. This resulted in an Adjusted EBITDA margin of 43.3% and 41.9%, respectively. See “—Non-GAAP Financial Measures—Adjusted EBITDA” below for more details on the calculations and reconciliations.

Operating and Financial Metrics


	Three Months Ended March 31,
(in thousands, except ARPPU and ARPU)	2025			2024
Key Operating Metrics
Average Paying Users	1,168			1,011
Average Monthly Active Users (“Average MAUs”)	14,613			13,705
Average Paying User Penetration	8.0		%	7.3		%
Average Direct Revenue per Average Paying User (“ARPPU”)	$	22.86		$	21.25
Average Total Revenue per User (“ARPU”)	$	2.14		$	1.83


	Three Months Ended March 31,
($ in thousands)	2025			2024
Key Financial and Non-GAAP Metrics(1)
Revenue	$	93,938		$	75,345
Direct revenue	$	80,082		$	64,378
Indirect revenue	$	13,856		$	10,967
Net income (loss)	$	27,019		$	(9,406)
Net income (loss) margin	28.8		%	(12.5)		%
Adjusted EBITDA	$	40,689		$	31,607
Adjusted EBITDA Margin	43.3		%	41.9		%
Net cash provided by operating activities	$	23,793		$	8,501
Operating cash flow conversion	88.1		%	(217.4)		%
Free cash flow	$	23,165		$	19,301
Free cash flow conversion	56.9		%	61.1		%

(1)See “—Non-GAAP Financial Measures” below for additional information and reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures.

•Average Paying Users. A Paying User is a user that has purchased or renewed a Grindr subscription and/or purchased a premium add-on on the Grindr platform. We calculate Average Paying Users by adding up the number of Paying Users in each day and then dividing that number by the number of days in the relevant measurement period. A Paying User who is both a subscriber and an add-on purchaser on the same day will be counted as one Paying User. Duplicate Paying Users may exist if the same individual holds more than one Grindr subscription during the same period. We are focused on building new products and improving on existing ones to

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drive payer conversion. We believe Average Paying Users is a useful metric for assessing the health of our business.

•Average MAUs. A Monthly Active User (“MAU”) is a unique device that demonstrates activity on the Grindr platform during any given calendar month. Activity on the platform is defined as opening the app, sending or receiving a chat, or viewing another person's profile. We exclude devices with linked profiles banned for spam. We calculate Average MAUs as a monthly average, by counting the total number of MAUs in each calendar month and then dividing by the number of months in the relevant period. We use Average MAUs to measure the number of active users on our platform on a monthly basis. We believe Average MAUs is a useful metric for assessing the health of our business and our growth in users.

•Average Paying User Penetration. We calculate Average Paying User Penetration by dividing Average Paying Users by our Average MAUs for any measurement period. We believe Average Paying User Penetration is a useful metric for assessing the overall health of our business.

•ARPPU. We calculate Average Direct Revenue Per Paid User (“ARPPU”) based on Direct Revenue in any measurement period, divided by Average Paying Users in such a period and then divided by the number of months in the period. We believe ARPPU is a useful metric for assessing the growth of our business and future revenue trends.

•ARPU. We calculate Average Total Revenue Per User (“ARPU”) based on total revenue in any measurement period, divided by our Average MAUs in such a period divided by the number of months in the period. We believe ARPU is a useful metric for assessing the growth of our business and future revenue trends.

Key Factors Affecting Our Performance

Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended.

Growth in User Base and Paying Users

We acquire new users through investments in generating brand awareness, as well as through word of mouth from existing users and others. We convert these users to Paying Users by offering premium features that maximize the probability of developing meaningful connections, improve the user experience, and provide more control over the experience. For the three months ended March 31, 2025 and 2024, our Average Paying Users were 1.2 million and 1.0 million, respectively, representing an increase of 15.5% period-over-period. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our subscription plans or our add-on offerings. As we scale and our community grows larger, we seek to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our product value and can increase conversion to one of our paid products. Our revenue growth depends on growth in Paying Users. While we believe we are in the early days of our opportunity, at some point we may face challenges increasing our Paying Users, including competition from alternative products and services and lower adoption of certain product features.

Growth in ARPPU

We continually work to develop new monetization features and improve existing features in order to increase adoption of premium add-ons and our subscription programs. Many variables will impact our ARPPU, including paid product mix, the geographic location of Paying Users, and the revenue generated from subscription versus premium add-on revenue. Our pricing is in local currency and may vary between markets. As foreign currency exchange rates fluctuate, transactions carried out in foreign currencies other than the U.S. dollar could negatively impact revenue and distort year-over-year comparability of operating results. To the extent our ARPPU growth slows, our revenue growth will become increasingly dependent on our ability to increase our Average Paying Users.

Investing in Growth While Driving Long-Term Profitability

Key investment areas for us include continuing to expand and enhance our team as well as enhancing our platform and increasing the value we provide our users. Part of our efforts are focused on introducing new products, improving pricing and packaging, and localizing our products in international markets. We are also harnessing artificial intelligence and machine learning, which we refer to as AI/ML, along with prioritizing security and privacy, and improving matching capabilities for successful connections.

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Attracting and Retaining Talent

Our business relies on our ability to attract and retain talent, including, but not limited to, engineers, data scientists, product designers and product managers. As of March 31, 2025, we had 146 employees globally, 142 of which were full-time employees. In 2024 we expanded and enhanced our team with new employees and contractors. In doing so, we significantly grew the size of our engineering team, including the addition of a dedicated contractor team in Colombia consisting of 24 full-time engineers as of March 31, 2025. We will continue to selectively supplement immediate capacity and product development needs with contractors, particularly in supporting our engineering function. By building a performance-driven culture, we want to unleash Grindr’s and each of our employees’ full potential. In 2025, we intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning. We believe that many people want to work at a company committed to creating a world that is fair, equal, and just for the global LGBTQ community and that aligns with their personal values, and therefore our ability to recruit and retain talent is aided by our mission and brand reputation. We compete for talent within the technology industry.

Factors Affecting the Comparability of Our Results

Temporary variability and general advertising demand

Our ability to maintain consistently high advertiser demand for our platform can be affected by temporary trends in advertisers’ appetites to engage with our users or our brand. For example, events that result in temporary positive or negative publicity for our company (even if unfounded) may play a significant role in our advertisers’ desire to continue to advertise on our platform. Further, general economic conditions may lead to changes in advertising spending in general, which could have a significant impact on our results of operations. Such fluctuations in advertising demand are often unpredictable and likely temporary, but nevertheless could have a significant impact on the financial condition of our business.

Return-to-Office

In 2023, our leadership team announced a transition to a hybrid work model involving a multi-phase return-to-office plan (“RTO Plan”) beginning in the fall of 2023, which was largely completed by January 2024 and was fully concluded by April 30, 2025. Our hybrid work model requires employees to work two days per week in offices where their respective teams are based. The RTO Plan provided employees with a one-time relocation package to support relocation if necessary, or separation packages for employees who chose not to relocate or participate in our RTO Plan.

International market pricing and changes in foreign exchange rates

The Grindr platform has MAUs in over 190 countries and territories. Our international revenue represents 41.2% and 42.4% of total revenue for the three months ended March 31, 2025 and 2024, respectively. We vary our pricing to align with relative value to local purchasing power and competitors. Our international business typically earns revenue in local currencies. In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations.

Revenue

We currently generate revenue from two revenue streams — direct revenue and indirect revenue. Direct revenue is revenue generated by our users who pay for subscriptions or premium add-ons to access premium features. Indirect revenue is generated by third parties who pay us to advertise to our users. As we continue to expand our revenue streams, we anticipate increasing monetization from premium add-ons and subscription offerings, contributing to an increase in direct revenue over time, and increasing our advertising inventory, contributing to an increase in indirect revenue over time.

Direct Revenue. Direct revenue is reported gross of distribution fees for subscriptions and premium add-ons as we are the primary party obligated in our transactions with customers, and we act as the principal. Our subscription revenue is generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-month and twelve-month periods. Customers pay in advance, primarily through mobile app stores, including Apple and Google Play, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Subscription revenues are recognized ratably over the term of the subscription. Premium add-on revenue is generated through the sale of an add-on feature on a pay-per-use, or a-la-carte, basis. Premium features are activated upon purchase and are available to use by the customer for a short duration, generally, within one day. Revenue from premium add-ons is recognized upon usage of the premium add-on. Direct revenue is recorded net of taxes, credits, and chargebacks.

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Indirect Revenue. Indirect revenue primarily consists of revenue generated by third parties who pay us to advertise to our users. We provide advertisers with the opportunity to target and directly reach the GBTQ community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, gaming, travel, entertainment, and consumer goods. We offer a diverse range of advertising opportunities to advertisers, such as in-app banners, full-screen interstitials, and other customized units, typically on a CPM basis. Revenue from advertising transactions with advertising service providers is recognized net of the amounts retained by the advertising service provider as we do not know and expect not to know the gross amount paid by advertisers.

Cost of revenue and operating expenses

Cost of revenue. Cost of revenue consists primarily of the distribution fees we pay to Apple and Google Play, infrastructure costs associated with supporting the Grindr platform, which stem largely from our use of Amazon Web Services, and costs associated with content moderation, which involve ensuring that users are complying with our community standards.

Selling, general and administrative expenses. Selling, general and administrative expenses consists primarily of compensation and other employee-related costs, professional fees, sales and marketing expenditures, and general and administrative expenses, including facilities, insurance, and information technology support. We plan to continue efforts to attract new users, retain existing users and increase monetization of both our new and existing users, which may result in increased sales and marketing expenses in future periods.

Product development expense. Product development expense consists primarily of employee-related and contractor costs for personnel engaged in the design, development, testing, and enhancement of product offerings, related technology, and related software costs.

Depreciation and Amortization. Depreciation is primarily related to computers, equipment, and leasehold improvements. Amortization is primarily related to capitalized software development costs and acquired definite-lived intangible assets (customer relationships, technology, etc.).

Other income (expense)

Interest expense, net. Interest expense, net consists of interest expense incurred in connection with our long-term debt and revolving credit facility net of interest earned on cash and cash equivalents including money market funds and U.S. treasury bills.

Other income (expense), net. Other income (expense), net consists of realized and unrealized exchange rate gains or losses.

Gain (loss) in fair value of warrant liability. Gain (loss) in fair value of warrant liability represents the change in fair value of our public and private warrants. As the private warrants are substantially similar to the public warrants, all of the warrants are remeasured from the publicly traded quotes from the active market. In February 2025, we completed the redemption of all outstanding public and private warrants.

Income tax provision

Income tax provision represents the income tax expense associated with our operations based on the tax laws of the jurisdictions in which we operate. Our effective tax rates will vary depending on changes in the valuation of our deferred tax assets and liabilities, fluctuations in permanent differences, and changes in tax laws.

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Results of Operations

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024


	Three Months Ended March 31,
($ in thousands)	2025		% of Total Revenue		2024		% of Total Revenue
Revenue	$	93,938	100.0	%	$	75,345	100.0	%
Operating costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)	24,542		26.1	%	19,620		26.0	%
Selling, general and administrative expense	30,240		32.2	%	26,609		35.3	%
Product development expense	10,287		11.0	%	5,741		7.6	%
Depreciation and amortization	3,477		3.7	%	4,119		5.5	%
Total operating expenses	68,546		73.0	%	56,089		74.4	%
Income from operations	25,392		27.0	%	19,256		25.6	%
Other income (expense)
Interest expense, net	(3,875)		(4.1)	%	(7,185)		(9.5)	%
Other income (expense), net	148		0.2	%	(117)		(0.2)	%

Gain (loss) in fair value of warrant liability	9,905		10.5	%	(18,680)		(24.8)	%
Total other income (loss), net	6,178		6.6	%	(25,982)		(34.5)	%
Net income (loss) before income tax	31,570		33.6	%	(6,726)		(8.9)	%
Income tax provision	4,551		4.8	%	2,680		3.6	%
Net income (loss) and comprehensive income (loss)	$	27,019	28.8	%	$	(9,406)	(12.5)	%
Net income (loss) per share
Basic	$	0.14			$	(0.05)
Diluted	$	0.09			$	(0.05)

Revenue

Revenue for the three months ended March 31, 2025 and 2024, was $93.9 million and $75.3 million, respectively. The increase in revenue period-over-period was $18.6 million, or 24.7%.

For three months ended March 31, 2025 and 2024, direct revenue was $80.1 million and $64.4 million, respectively. The increase in direct revenue of $15.7 million, or 24.4%, was driven by the period-over-period increases in both ARPPU of $1.61 and Average Paying Users of 157 thousand. Period-over-period growth for revenue was driven by enhanced paywall optimizations and merchandising strategies, which strengthened subscription adoption across our XTRA and Unlimited tiers, and fueled continued demand for our premium add-ons. Weekly Unlimited was introduced late in the first quarter of 2024 and there is a continued period-over-period growth of our weekly XTRA subscription offering which benefited from the international rollout of our Recommendations: More Quality Profiles features. Our shorter duration weekly products gave our users lower priced options for both XTRA and Unlimited subscriptions. ARPPU increased by 7.6%, or $1.61, to $22.86 for the three months ended March 31, 2025, from $21.25 for the three months ended March 31, 2024. Our ARPPU increased as a result of improved product mix, with higher revenue generated by subscription products with higher average monthly-equivalent price, such as weekly Unlimited. We expect ARPPU to fluctuate in the near-term as we continue to test different subscription options across different price points and focus on generating more Paying Users. For the three months ended March 31, 2025, Average Paying Users increased by 157 thousand, from 1.0 million for the three months ended March 31, 2024, to 1.2 million for the three months ended March 31, 2025.

For three months ended March 31, 2025 and 2024, indirect revenue was $13.9 million and $11.0 million, respectively. The increase in indirect revenue of $2.9 million, or 26.4%, was primarily driven by introducing new ad formats, further optimizing and improving our ad tech, and onboarding new third-party advertising partners.

Revenue from North America increased by $12.3 million, or 27.0%, for the three months ended March 31, 2025, to $57.8 million as compared to $45.5 million for the three months ended March 31, 2024. During this same period, revenue from Europe increased by $3.0 million, or 16.8%, to $21.1 million in the three months ended March 31, 2025, as compared to $18.1 million in the three months ended March 31, 2024. Revenue from the remainder of the world increased by $3.3 million, or 27.8%, to $15.0 million in the three months ended March 31, 2025, as compared to $11.7 million in the three months ended March 31, 2024.

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Cost of revenue

Cost of revenue for the three months ended March 31, 2025 and 2024, was $24.5 million and $19.6 million, respectively. The $4.9 million increase, or 25.0%, was primarily due to growth in distribution fees of $3.6 million (consistent with direct revenue growth), and increased infrastructure costs of $1.0 million.

Selling, general and administrative expense

Selling, general and administrative expense for the three months ended March 31, 2025 and 2024, was $30.2 million and $26.6 million, respectively. The $3.6 million increase, or 13.5%, was primarily due to an increase in personnel related expenses of $4.5 million from the increased headcount, including an increase in stock-based compensation expense of $2.3 million. In addition, there was an increase of $0.8 million for advertising expenses. This is partially offset by decreases in professional, legal and contractors fees of $1.8 million.

Product development expense

Product development expense for the three months ended March 31, 2025 and 2024, was $10.3 million and $5.7 million, respectively. The $4.6 million increase, or 80.7%, was primarily due to an increase in contractor fees of $2.0 million to support the engineering function while we continue to scale our team and an increase in personnel related expenses of $2.8 million from the increased headcount, including an increase in stock-based compensation expense of $0.8 million.

Depreciation and amortization

Depreciation and amortization for the three months ended March 31, 2025 and 2024, was $3.5 million and $4.1 million, respectively. The $0.6 million decrease, or 14.6%, was primarily due to acquired intangibles amortization from an acquisition in June 2020. There was a $0.9 million decrease due to customer relationship intangibles that were amortized under an accelerated amortization schedule, with higher amounts expensed in 2024.

Interest expense, net

Interest expense, net for the three months ended March 31, 2025 and 2024, was $3.9 million and $7.2 million, respectively. The $3.3 million decrease, or 45.8%, was primarily due to a decrease in interest expense of $1.9 million from lower debt balances and lower interest rates. Additionally, the decrease is due to an increase of interest income of $1.4 million primarily from an increased balance in our investment in U.S. treasury bills.

Other (expense) income, net

Other (expense), income, net for the three months ended March 31, 2025 and 2024, was expense of $0.1 million and income of $0.1 million, respectively.

Gain (loss) in fair value of warrant liability

Gain (loss) in fair value of warrant liability represents the change in the fair value of our warrants between each reporting period or upon the exercise and redemption of our warrants. In February 2025, we completed the redemption of all outstanding warrants.

Income tax provision

Income tax provision for the three months ended March 31, 2025 and 2024, was $4.6 million and $2.7 million, respectively. The $1.9 million increase, or 70.4%, was primarily due to the mark-to-market warrant liability adjustment, and Section 162(m) officer compensation.

Our effective tax rates in fiscal 2025 and future periods may fluctuate, as a result of changes in our forecasts where losses cannot be benefited due to the existence of valuation allowances on our deferred tax assets; changes in actual results versus our estimates; or changes in tax laws, regulations, accounting principles, or interpretations thereof.

Net income (loss)

Net income (loss) for the three months ended March 31, 2025 and 2024, was a net income of $27.0 million and a net loss of $9.4 million, respectively. Net income (loss) changed by $36.4 million mainly due to a $18.6 million increase in revenue and $28.6 million change in the fair value change of warrant liability.

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Non-GAAP Financial Measures

To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and free cash flow conversion as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA adjusts for the impact of items that we do not consider indicative of the operational performance of our business. We define Adjusted EBITDA as net income (loss) excluding income tax provision; interest expense, net; depreciation and amortization; stock-based compensation expense; change in fair value of warrant liability; and severance expense, litigation-related costs, and other items, in each case, that are unrelated to our core ongoing business operations. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.

Our management uses this measure internally to evaluate the performance of our business and this measure is one of the primary metrics by which management and other employees are compensated. We exclude the above items as some are non-cash in nature and others may not be representative of normal operating results. While we believe that Adjusted EBITDA and Adjusted EBITDA Margin are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with U.S. GAAP.

The following table presents the reconciliation of net income (loss) to Adjusted EBITDA for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
($ in thousands)	2025			2024
Reconciliation of net income (loss) to Adjusted EBITDA
Net income (loss)	$	27,019		$	(9,406)
Interest expense, net	3,875			7,185
Income tax provision	4,551			2,680
Depreciation and amortization	3,477			4,119
Litigation related costs (1)	226			422
Stock-based compensation expense	10,947			7,869
Severance expense (2)	499			58
Change in fair value of warrant liability (3)	(9,905)			18,680

Adjusted EBITDA	$	40,689		$	31,607
Revenue	$	93,938		$	75,345
Net income (loss) margin	28.8		%	(12.5)		%
Adjusted EBITDA Margin	43.3		%	41.9		%

_________________

(1)Litigation-related costs that are unrelated to our core ongoing business operations primarily represent external legal fees associated with outstanding litigation or regulatory matters outside of the ordinary course, such as fees incurred in connection with the potential Norwegian Data Protection Authority fine and CWA unionization.

(2)Severance expense relates to severance incurred for employees who elected not to relocate or participate in our RTO Plan and other severance arrangements.

(3)Change in fair value of warrant liability relates to the warrants that were remeasured upon exercise or redemption. In February 2025, we completed the redemption of all outstanding warrants.

Free Cash Flow and Free Cash Flow Conversion

We define free cash flow as net cash provided by operating activities less capitalized software development costs and purchases of property and equipment. Free cash flow is an indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after capitalized software development costs and purchases of property and equipment, that can be used to repay debt obligations and/or for strategic initiatives. Free cash flow conversion is calculated by dividing free cash flow for a period by Adjusted EBITDA for the same period.

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Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.

The following table presents the reconciliation of net cash provided by operating activities to free cash flow for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
($ in thousands)	2025			2024
Reconciliation of net cash provided by operating activities to free cash flow
Net cash provided by operating activities	$	23,793		$	20,449
Less:
Capitalized development software costs and purchases of property and equipment	(628)			(1,148)
Free cash flow	$	23,165		$	19,301

Operating cash flow conversion (1)	88.1		%	(217.4)		%
Free cash flow conversion	56.9		%	61.1		%

_________________

(1)Operating cash flow conversion represents net cash provided by operating activities as a percentage of net income (loss).

Liquidity and Capital Resources

Cash Flows for the Three Months Ended March 31, 2025 and 2024

The following table summarizes our total cash and cash equivalents, and cash flows:


	Three Months Ended March 31,
($ in thousands)	2025		2024
Cash, and cash equivalents, including restricted cash (as of the end of period)	$	256,473	$	22,153

Net cash provided by (used in):
Operating activities	$	23,793	$	20,449
Investing activities	(628)		(1,148)
Financing activities	173,551		(26,146)
Net change in cash and cash equivalents	$	196,716	$	(6,845)

Cash flows provided by operating activities

Net cash provided by operating activities are primarily dependent on our revenues affected by timing of receipts from subscription and advertising sales. It is also dependent on managing our operating expenses, such as salaries and employee-related costs, selling and marketing expenses, and other general and administrative expenses. We expect to maintain strong operating cash flows given our historical performance. We will continue to invest in the right resources to support longer term profitable growth. Our operating cash flows should continue to cover our operating and financing costs.

During the three months ended March 31, 2025, our operations provided $23.8 million of cash, which was primarily attributable to our net income, adjusted for non-cash items, including $3.5 million in depreciation and amortization, and $10.9 million in stock-based compensation, partially offset by a $9.9 million gain in fair value of warrant liability, and the cash flow impact from a change in operating asset and liabilities of $8.7 million, primarily from a $1.3 million decrease in accrued expenses and other current liabilities due to timing of payments and a $3.7 million increase in account receivables due to increase in direct revenue and indirect revenue during the year.

During the three months ended March 31, 2024, our operations provided $20.4 million of cash, which was primarily attributable to our net loss of $9.4 million, adjusted for non-cash items, including $4.1 million in depreciation and amortization, and $18.7 million in loss in fair value change in warrant liability and, partially offset by the cash flow impact from a change in operating asset and liabilities of $1.0 million, primarily from $2.4 million increase in accrued expenses and other current liabilities due to timing of payments, offset by a $1.5 million increase in account receivables due to increase in direct and indirect revenue during the period.

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Cash flows used in investing activities

Net cash used in investing activities for the three months ended March 31, 2025, consisted primarily of additions to capitalized software of $0.5 million.

Net cash used in investing activities for the three months ended March 31, 2024, consisted primarily of additions to capitalized software of $1.0 million.

Cash flows provided by (used in) financing activities

Net cash provided in financing activities for the three months ended March 31, 2025, was $173.6 million, was primarily due to proceeds from the exercise of warrants of $314.1 million. We announced the redemption of all our outstanding warrants in January 2025, which resulted in a significant amount of our warrants being exercised prior to their redemption in February 2025. The proceeds from the exercise of warrants were partially offset by payments for the repurchases of common stock under our stock repurchase program of $132.0 million, payments to tax authorities for employee equity awards of $5.4 million and principal payments of debt of $3.8 million.

Net cash used in financing activities for the three months ended March 31, 2024, was $26.1 million, which consisted primarily of consisted primarily of principal payments of debt of $25.8 million and payments to tax authorities for employee equity awards of $1.3 million.

Sources of Liquidity

Since our inception, we have financed our operations and capital expenditures primarily through cash flows generated by operations, borrowings under our credit facilities, and the sale of equity. To the extent existing cash, investments, and cash from operations are not sufficient to fund future activities, we may need to raise additional funds. We may seek to raise additional funds through equity, equity-linked or debt financings. If we raise additional funds through the incurrence of additional indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain additional covenants that restrict operations, including our ability to raise additional capital. Any additional equity financing may be dilutive to existing stockholders. We may also enter into investment or acquisition transactions in the future, which could require us to seek additional equity financing, incur indebtedness, or use cash resources.

As noted above, in January 2025, we provided notice that we would redeem all of our outstanding warrants, which consisted of (i) 18,560,000 private placement warrants, (ii) 13,799,825 public warrants; (iii) 2,500,000 forward purchase warrants; and (iv) and 2,500,000 backstop warrants, on February 24, 2025. After we announced the redemption of the warrants and before the conclusion of the redemption notice period on February 24, 2025, an aggregate of 27,315,105 warrants were exercised for an aggregate of 27,315,105 shares of our common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to us of $314.1 million. In addition, 9,469,634 warrants were exercised on a cashless basis in exchange for the issuance of 3,418,518 shares of our common stock.

As of March 31, 2025, we had cash and cash equivalents of $255.9 million. We believe that our cash and cash equivalents, cash flows generated by operations, and borrowings under our revolving credit facility will be sufficient to meet our working capital and capital expenditure needs for the next twelve months.

Senior Secured Credit Facility

See Note 5 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

In November 2023, we refinanced our existing credit facility with a $300.0 million term loan and $50.0 million revolving credit facility. We entered into a credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other lenders party thereto (the “2023 Credit Agreement”) that governs the term loan and revolving credit facility. We borrowed the full amount of the $300.0 million term loan and $44.4 million under the revolving credit facility upon closing of the new credit agreement and used the proceeds and cash on hand to repay in full all outstanding obligations under, and terminate, our prior credit agreement with Fortress Credit Corp. As of March 31, 2025, $278.3 million was outstanding under the term loan and $11.6 million was outstanding under the revolving credit facility. We have the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $100.0 million, subject to the terms of the 2023 Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.

Our wholly owned subsidiary, Grindr Capital LLC, is the borrower under the 2023 Credit Agreement and all obligations of Grindr Capital LLC under the 2023 Credit Agreement are guaranteed by Grindr Inc. and, subject to certain

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limited exceptions, our wholly owned domestic subsidiaries and are secured by substantially all of the assets of Grindr Inc., Grindr Capital LLC, and the guarantor subsidiaries.

Borrowings under our the 2023 Credit Agreement (other than swingline loans) bear interest at a rate equal to either, at our option, (i) the highest of the Prime Rate (as defined in the 2023 Credit Agreement), the Federal Funds Rate (as defined in the 2023 Credit Agreement) plus 0.50%, or one-month Term SOFR (as defined in the 2023 Credit Agreement) plus 1.00% (the “Alternate Base Rate”); or (ii) Term SOFR, in each case, plus an applicable margin ranging from 2.75% to 3.25% with respect to Term SOFR borrowings and 1.75% to 2.25% with respect to Alternate Base Rate borrowings. The applicable margin will be based upon our total net consolidated leverage ratio. Swingline loans under the 2023 Credit Agreement bear interest at the Alternate Base Rate plus the applicable margin. We are also required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.375% to 0.50% per annum, depending on our total consolidated net leverage ratio.

The term loan will amortize on a quarterly basis at 1.25% of the aggregate principal amount outstanding as of the initial closing date of the 2023 Credit Agreement, until the final maturity date on November 28, 2028. Any borrowings under the revolving credit facility may be repaid, in whole or in part, at any time and from time to time without any other premium or penalty, and any amounts repaid under the revolving credit facility may be reborrowed, in each case, until the maturity date on November 28, 2028.

Mandatory prepayments are required under the revolving credit facility when borrowings and letter of credit usage exceed the aggregate revolving commitments of all lenders. Mandatory prepayments are also required under the term loan in connection with (i) certain asset dispositions and casualty events, in each case, to the extent the proceeds of such dispositions or casualty events exceed certain individual and aggregate thresholds and are not reinvested, and (ii) unpermitted debt transactions. For the three months ended March 31, 2025, we were not required to make any mandatory repayments.

The 2023 Credit Agreement requires compliance with certain financial covenants including a maximum total net leverage ratio and minimum fixed charge coverage ratio. The 2023 Credit Agreement also contains customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents, and sale and leaseback transactions. The 2023 Credit Agreement contains certain customary events of default. If an event of default has occurred and continues beyond any applicable cure period, all outstanding obligations under the 2023 Credit Agreement may be accelerated or the commitments may be terminated, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the 2023 Credit Agreement while an event of default is continuing.

Uses of Cash

Our principal commitments have not materially changed from our Annual Report on Form 10-K for the year ended December 31, 2024, which consist of obligations under the 2023 Credit Agreement, operating leases for office space, and our payments for the use of cloud services. In addition, we are subject to pending legal proceedings from time to time, including a potential Norwegian Data Protection Authority fine. See Note 5, Note 6, and Note 14 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

In March 2025, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $500 million of shares of our common stock for the period from March 7, 2025 to March 6, 2027. Our stock repurchase program does not obligate us to repurchase a minimum amount of shares. Under the program, shares of our common stock may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. During the three months ended March 31, 2025, we repurchased approximately 8.3 million shares for $141.1 million under the share repurchase program. See Note 8 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information. As of May 1, 2025, $273.8 million in aggregate value of shares of Grindr stock remains available under the share repurchase program.

Critical Accounting Policies and Estimates

We have based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ from our estimates.

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There have been no material changes to our discussion of critical accounting estimates from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Issued and Adopted Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Interest rate risk is the risk of financial loss due to adverse changes in the value of assets and liabilities due to movements in interest rates. Our exposure to market risk for changes in interest rates relates primarily to our 2023 Credit Agreement and to a lesser extent our cash, cash equivalents, and restricted cash.

As of March 31, 2025, we had debt outstanding under our 2023 Credit Agreement of $272.0 million, a hypothetical 100 basis point change in interest rates would result in approximately $0.7 million additional or lower pre-tax interest expense for the three months ended March 31, 2025.

As of March 31, 2025, our cash, cash equivalent, and restricted cash had a fair value of $256.5 million. Of that amount, a total $252.0 million was invested in money market funds and U.S. treasury bills. The primary purpose of these investments has been to preserve principal until the cash is required to, among other things, continue to invest in our business, pursue other strategic business activities, fund ongoing operations, repay our debt obligations and expand our business. A hypothetical 100 basis point change in interest rates would not have a material effect on pre-tax interest income for the three months ended March 31, 2025.

Foreign Currency Exchange Risk

We conduct business in certain foreign markets. As a result, we are exposed to foreign exchange risk related to certain currencies, primary the Euro and British Pound.

For the three months ended March 31, 2025 and 2024, international revenue accounted for 41.2% and 42.4% of our consolidated revenue, respectively. We have exposure to foreign currency exchange risk related to transactions carried out in a currency other than our functional currency, the U.S. dollar. As foreign currency exchange rates fluctuate, transactions carried out in foreign currencies other than the U.S. dollar could impact revenue and distort year-over-year comparability of operating results.

Historically, we have not hedged any foreign currency exposures. We have performed a sensitivity analysis as of March 31, 2025 and 2024. A hypothetical 10% change in Euro and British Pound, relative to the U.S. dollar, would have changed revenue by $2.1 million and $1.8 million for the three months ended March 31, 2025 and 2024, respectively, with all other variables held constant. This accounts for 2.3% and 2.4% of total revenue for the three months ended March 31, 2025 and 2024, respectively. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result, such fluctuations could have a significant impact on our future results of operations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed with the objective of ensuring that such information required to be disclosed in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

With the foregoing in mind, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2025, our disclosure controls and procedures were effective at a reasonable assurance level.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we are involved in various claims, lawsuits, government investigations, settlements and proceedings relating to our operations. Although the results of the claims, lawsuits, government investigations, and proceedings in which we are involved cannot be predicted with certainty, we do not believe the final outcome of certain matters will have a material adverse effect on our business, financial condition, or results of operations, other than those proceedings for which it is too early to determine the materiality and probability of outcome. Information relating to various commitments and contingencies is described in Note 14 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

In the future, we may be subject to additional legal proceedings, the scope and severity of which is unknown and which could adversely affect our business. In addition, from time to time, others may assert claims against us and we may assert claims and legal proceedings against other parties, including in the form of letters and other forms of communication.

The results of any current or future legal proceedings cannot be predicted with certainty and, regardless of the outcome, can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

The following table sets forth purchases by the Company of its common stock during the three months ended March 31, 2025:


Period	Total Number of shares Purchased(1)	Average Price Paid per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Programs(1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1)
					(in thousands)
January 1, 2025 - January 31, 2025	—	$	—	—	$	—
February 1, 2025 - February 28, 2025	—	$	—	—	$	—
March 1, 2025 - March 31, 2025	8,268,937	$	17.07	8,268,937	$	358,861

(1)In March 2025, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $500.0 million of shares of the Company’s common stock for the period from March 7, 2025 to March 6, 2027. Our stock repurchase program does not obligate us to repurchase a minimum number of shares. Under the program, shares of our common stock may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. For additional information, see Note 8 to our unaudited condensed consolidated financial statements in this Quarterly Report Form 10-Q.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Trading Arrangements

During the Company’s last fiscal quarter, certain of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities as set forth in the table below:

Type of Trading Arrangement

Name and Position

Action

Adoption/Termination Date

Rule 10b5-1(1)

Non-Rule 10b5-1(2)

Total Shares of Common Stock to be Sold(3)

Expiration Date

Vandana Mehta-Krantz, Chief Financial Officer

Termination

3/5/2025(4)

43,565

3/31/2026

Vandana Mehta-Krantz, Chief Financial Officer

Adoption

3/17/2025

121,158

6/16/2026

Austin “AJ” Balance, Chief Product Officer

Termination

3/13/2025(5)

529,242

12/31/2025

Austin “AJ” Balance, Chief Product Officer

Adoption

3/13/2025(5)

202,786

3/7/2026

Zachary Katz, General Counsel & Head of Global Affairs

Termination

3/17/2025(6)

30,578

9/30/2025

Zachary Katz, General Counsel & Head of Global Affairs

Adoption

3/17/2025

146,568

11/26/2025


(1)			Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(2)			“Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
(3)			Represents the maximum number of shares that may be sold pursuant to the Rule 10b5-1 arrangement. The actual number of shares sold was dependent on the satisfaction of certain conditions as set forth in the written plan.
(4)			Represents the termination of a written plan originally adopted on December 10, 2024 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(5)			Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on September 17, 2024 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. As modified, the written plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(6)			Represents the termination of a written plan originally adopted on August 12, 2024 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

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Item 6. Exhibits

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit No.

Description

Form

File Number

Exhibits

Filing Date

3.1**

Restated Certificate of Incorporation of Grindr Inc., dated November 18, 2022.

Form S-1/A

333-268782

3.1

February 9, 2023

3.2**

Bylaws of Grindr Inc., dated November 18, 2022.

Form 8-K

001-39714

3.2

November 23, 2022

1 0.1 **#

Amendment to Employment Agreement, dated March 18, 2025, by and between Grindr LLC and George Arison

Form 8-K

001-39714

10.1

March 18, 2025

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1***

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Previously filed.

*** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of this Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.

# Indicates management contract or compensatory plan or arrangement.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized in the City of West Hollywood, State of California, on May 9, 2025.


						GRINDR INC.

						By:

						/s/ Vandana Mehta-Krantz
						Vandana Mehta-Krantz
						Chief Financial Officer (Principal Financial Officer and Duly Authorized Signatory)

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Date	Price Target	Rating	Analyst
12/16/2024	$20.00	Buy	Goldman
6/27/2024	$14.00 → $15.00	Outperform	Raymond James
6/27/2024	$14.00 → $17.00	Mkt Outperform	JMP Securities
4/4/2024	$14.00	Outperform	Raymond James
4/2/2024	$14.00	Mkt Outperform	JMP Securities
3/28/2024	$12.00	Buy	TD Cowen
3/28/2024	$12.00	Outperform	TD Cowen

SEC Form 10-Q filed by Grindr Inc.

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