
	June 30, 2026	December 31, 2025

	(In thousands)
Credit Facility due March 20, 2029(a)	$—	$—
5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15	450,000	450,000
4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1	500,000	500,000
5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15	350,000	350,000
4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1	500,000	500,000
3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1	500,000	500,000
6.125% Senior Notes due September 15, 2033 (the “6.125% Senior Notes”); interest payable each March 15 and September 15	700,000	700,000
0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”)	—	423,854
2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15	575,000	575,000
Total debt	3,575,000	3,998,854
Less: Current maturities of long-term debt	—	423,854
Less: Unamortized original issue discount	788	1,043
Less: Unamortized debt issuance costs	22,334	24,858
Total long-term debt, net	$3,551,878	$3,549,099

The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay

dividends, make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s

consolidated net leverage ratio exceeds 4.25 to 1.0, or if an event of default has occurred. The Credit

Agreement includes additional covenants that limit the ability of MG Holdings II and its subsidiaries to,

among other things, incur indebtedness, pay dividends or make distributions. Obligations under the

Credit Facility are unconditionally guaranteed by certain MG Holdings II wholly-owned domestic

subsidiaries and are also secured by the stock of certain MG Holdings II domestic and foreign

subsidiaries. Outstanding borrowings, if any, have priority over the Senior Notes to the extent of the

value of the assets securing the borrowings under the Credit Agreement.

Senior Notes

The 5.00% Senior Notes were issued on December 4, 2017. These notes may be redeemed at

redemption prices set forth in the indenture governing the notes, together with accrued and unpaid

interest to the applicable redemption date.

The 4.625% Senior Notes were issued on May 19, 2020. These notes may be redeemed at

redemption prices set forth in the indenture governing the notes, together with accrued and unpaid

interest to the applicable redemption date.

The 5.625% Senior Notes were issued on February 15, 2019. These notes may be redeemed at

redemption prices set forth in the indenture governing the notes, together with accrued and unpaid

interest to the applicable redemption date.

The 4.125% Senior Notes were issued on February 11, 2020. These notes may be redeemed at

redemption prices set forth in the indenture governing the notes, together with accrued and unpaid

interest to the applicable redemption date.

The 3.625% Senior Notes were issued on October 4, 2021. At any time prior to October 1, 2026,

these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus

accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes.

Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the

notes, together with accrued and unpaid interest to the applicable redemption date.

The 6.125% Senior Notes were issued on August 20, 2025. At any time prior to September 15,

2028, these notes may be redeemed at a redemption price equal to the sum of the principal amount,

plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the

notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture

governing the notes, together with accrued and unpaid interest to the applicable redemption date.

The indenture governing the 5.00% Senior Notes contains covenants that would limit MG Holdings

II’s ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in

the event a default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the

indenture) exceeds 5.0 to 1.0. No such limitations were in effect at June 30, 2026. There are additional

covenants in the 5.00% Senior Notes indenture that limit the ability of MG Holdings II and its

subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the

event MG Holdings II is not in compliance with specified financial ratios, and (ii) incur liens, enter into

agreements restricting their ability to pay dividends, enter into transactions with affiliates, or consolidate,

merge or sell substantially all of their assets. The indentures governing the 3.625%, 4.125%, 4.625%,

5.625%, and 6.125% Senior Notes are less restrictive than the indenture governing the 5.00% Senior

Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among other things,

create liens on assets, or consolidate, merge, sell or otherwise dispose of all or substantially all of their

assets.

The Senior Notes all rank equally in right of payment.

Exchangeable Notes

During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly-

owned subsidiaries of the Company, issued $575.0 million aggregate principal amount of 2026

Exchangeable Notes and $575.0 million aggregate principal amount of 2030 Exchangeable Notes,

respectively.

In June 2026, at maturity, the Company settled, at par, the outstanding aggregate principal amount

of the 2026 Exchangeable Notes, paying $423.9 million.

The 2030 Exchangeable Notes are exchangeable, subject to adjustment upon the occurrence of

specified events, at a rate of 12.3011 shares of the Company's common stock per $1,000 principal

amount of notes, which represents an approximate equivalent exchange price of $81.29 per share. The

2030 Exchangeable Notes become exchangeable on October 15, 2029.

The 2030 Exchangeable Notes are guaranteed by the Company but are not guaranteed by MG

Holdings II or any of its subsidiaries.

As more specifically set forth in the indenture, the 2030 Exchangeable Notes are exchangeable

under the following circumstances:

(1) during any calendar quarter (and only during such calendar quarter), if the last reported sale

price of the Company's common stock for at least 20 trading days (whether or not consecutive) during

the period of 30 consecutive trading days ending on, and including, the last trading day of the

immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each

applicable trading day;

(2) during the five-business day period after any five-consecutive trading day period (the

“measurement period”) in which the trading price per $1,000 principal amount of notes for each trading

day of the measurement period was less than 98% of the product of the last reported sale price of the

Company's common stock and the exchange rate on each such trading day;

(3) if the issuer calls the notes for redemption, at any time prior to the close of business on the

scheduled trading day immediately preceding the redemption date; or

(4) upon the occurrence of specified corporate events as further described in the indentures

governing the notes.

On or after the exchangeable date, until the close of business on the second scheduled trading

day immediately preceding the maturity date, holders may exchange all or any portion of their 2030

Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the issuer, in its sole

discretion, has the option to settle the 2030 Exchangeable Notes with cash, shares of the Company’s

common stock, or a combination of cash and shares of the Company's common stock. Any shares

issued in further settlement of the 2030 Exchangeable Notes would be offset by shares received upon

exercise of the Exchangeable Note Hedges (described below).

There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the six

months ended June 30, 2026. The 2030 Exchangeable Notes were not exchangeable as of June 30,

2026.

At both June 30, 2026 and December 31, 2025, there was no value in excess of the principal of

the 2030 Exchangeable Notes outstanding on an if-converted basis using the Company’s stock price on

June 30, 2026 and December 31, 2025, respectively.

Additionally, all or any portion of the 2030 Exchangeable Notes may be redeemed for cash, at the

issuer’s option, at any time, if the last reported sale price of the Company’s common stock has been at

least 130% of the exchange price then in effect for at least 20 trading days (whether or not

consecutive), including at least one of the five trading days immediately preceding the date on which

the notice of redemption is provided, during any 30 consecutive trading day period ending on, and

including, the trading day immediately preceding the date on which the issuer provides notice of

redemption, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued

and unpaid interest to, but excluding, the redemption date.

The following table sets forth the components of the outstanding Exchangeable Notes as of

June 30, 2026 and December 31, 2025:


June 30, 2026		December 31, 2025
	2030 Exchangeable Notes		2026 Exchangeable Notes	2030 Exchangeable Notes

(In thousands)
Principal	$575,000		$423,854	$575,000
Less: Unamortized debt issuance costs	3,993		274	4,531
Net carrying value included in current maturities of long-term debt, net	$—		$423,580	$—
Net carrying value included in long-term debt, net	$571,007		$—	$570,469

The following table sets forth interest expense recognized related to the Exchangeable Notes:


Three Months Ended June 30, 2026			Three Months Ended June 30, 2025
	2026 Exchangeable Notes	2030 Exchangeable Notes		2026 Exchangeable Notes	2030 Exchangeable Notes

(In thousands)
Contractual interest expense	$773	$2,875		$1,258	$2,875
Amortization of debt issuance costs	125	271		400	265
Total interest expense recognized	$898	$3,146		$1,658	$3,140


Six Months Ended June 30, 2026			Six Months Ended June 30, 2025
	2026 Exchangeable Notes	2030 Exchangeable Notes		2026 Exchangeable Notes	2030 Exchangeable Notes

(In thousands)
Contractual interest expense	$1,700	$5,750		$2,516	$5,750
Amortization of debt issuance costs	274	538		795	526
Total interest expense recognized	$1,974	$6,288		$3,311	$6,276

The effective interest rate for the 2030 Exchangeable Notes is 2.2%.

Exchangeable Notes Hedges and Warrants

In connection with the 2030 Exchangeable Notes offering, the Company purchased call options

(the "Exchangeable Notes Hedges") allowing it to purchase, initially, the same number of shares

issuable upon exchange of the 2030 Exchangeable Notes, at the price per share set forth below,

subject to adjustment upon the occurrence of specified events. Additionally, in connection with the

offerings of the 2026 Exchangeable Notes and the 2030 Exchangeable Notes, the Company sold

warrants (the "Warrants") allowing the counterparty to purchase shares at the per share prices set forth

below, subject to adjustment upon the occurrence of specified events.