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Grindr (NYSE: GRND) expands 2022 equity plan and tightens award rules

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Grindr Inc. reports that stockholders approved an amended and restated 2022 Equity Incentive Plan at the 2026 annual meeting. The plan increases the number of common shares that may be issued under it by 11,600,000 shares.

The updated plan also requires stockholder approval for any repricing of outstanding stock options and stock appreciation rights, or for canceling underwater awards in exchange for cash or other stock awards. In addition, dividends or dividend equivalents on unvested awards will now accrue and only be paid if, and when, the underlying awards vest.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Additional plan shares 11,600,000 shares Increase in common shares issuable under 2022 Equity Incentive Plan
2022 Equity Incentive Plan financial
"approved the amendment and restatement of the Grindr Inc. 2022 Equity Incentive Plan"
repricing financial
"introduces a requirement for stockholder approval for repricing of outstanding stock options"
underwater awards financial
"cancellation of underwater awards in exchange for cash or other stock awards"
dividend equivalents financial
"any dividends or dividend equivalents with respect to the unvested portion of any award"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
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False000182014400018201442026-06-022026-06-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2026
________________________
Grindr Inc.
(Exact name of registrant as specified in its charter)
________________________
Commission file number 001-39714
________________________
Delaware92-1079067
(State or other jurisdiction of
incorporation)
(IRS 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 or former address, if changed since last report)
________________________

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

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareGRNDNew York Stock Exchange

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


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




Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2026, Grindr Inc. (the “Company”) held its 2026 annual meeting of stockholders. As disclosed on the Company’s Current Report on Form 8-K filed on June 4, 2026, the Company’s stockholders approved the amendment and restatement of the Grindr Inc. 2022 Equity Incentive Plan (the “A&R Plan”). Among other changes, the A&R Plan (i) increases the aggregate number of shares of the Company’s common stock that may be issued under the A&R Plan by 11,600,000 shares, (ii) introduces a requirement for stockholder approval for repricing of outstanding stock options and stock appreciation rights and the cancellation of underwater awards in exchange for cash or other stock awards, and (iii) provides that any dividends or dividend equivalents with respect to the unvested portion of any award shall be accumulated and shall not be paid or distributed until, and shall be subject to the same vesting conditions as, the underlying award to which they relate, and shall be forfeited to the extent the underlying award is forfeited.

A more detailed description of the material terms of the A&R Plan was included in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). The foregoing description and the summary in the Proxy Statement are not complete summaries of the terms of the A&R Plan and are qualified by reference to the text of the A&R Plan, which is included as Exhibit 10.1 hereto and is incorporated by reference herein.


Item 9.01     Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.Description
10.1
Grindr Inc. Amended and Restated 2022 Equity Incentive Plan and forms of award agreement thereunder (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 4, 2026)
104Cover Page Interactive Data File, formatted in inline XBRL (embedded within the Inline XBRL document)


SIGNATURES

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

Date: June 5, 2026

 GRINDR INC.
  
 By:
 
 /s/ John North
  John North
 
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Grindr (GRND) announce regarding its 2022 Equity Incentive Plan?

Grindr stockholders approved an amended and restated 2022 Equity Incentive Plan. The update increases shares available for equity awards and adds tighter rules on repricing, underwater award exchanges, and dividend handling on unvested awards, aligning payouts with actual vesting outcomes.

How many additional Grindr (GRND) shares are available under the amended plan?

The amended plan increases the aggregate number of Grindr common shares that may be issued by 11,600,000 shares. These shares support future equity awards granted under the 2022 Equity Incentive Plan, subject to the plan’s other terms and conditions described in company materials.

How does Grindr’s amended plan treat repricing of options and stock appreciation rights?

The amended plan introduces a requirement for stockholder approval before repricing outstanding stock options or stock appreciation rights. It also requires approval before canceling underwater awards in exchange for cash or new stock awards, adding an extra governance step for such changes.

What happens to dividends on unvested Grindr equity awards under the new terms?

Dividends and dividend equivalents on unvested awards will now accumulate and only be paid when the underlying award vests. They are subject to the same vesting conditions and will be forfeited if the related award is forfeited, aligning payments more closely with vesting outcomes.

Where can investors find full details of Grindr’s amended 2022 Equity Incentive Plan?

Full terms of the amended and restated 2022 Equity Incentive Plan appear in Exhibit 10.1. Additional material terms were described in Grindr’s definitive proxy statement filed on April 30, 2026, which provides a more detailed discussion of the equity plan changes.

Filing Exhibits & Attachments

3 documents

Other Documents