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Grindr (NYSE: GRND) raises CFO salary and adds Change in Control RSU rewards

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

Rhea-AI Filing Summary

Grindr Inc. updated the compensation package for its Chief Financial Officer, John North. The Compensation Committee raised his annual base salary from $175,000 to $275,000 effective October 1, 2026 and confirmed an annual target bonus equal to 100% of base salary.

The company also modified a market-condition performance-vesting RSU arrangement tied to market capitalization, stock price, or trailing twelve-month EBITDA, adjusting the dollar value at each performance tier while keeping the overall potential value unchanged. In a Change in Control, Mr. North may receive fully vested RSUs equal to $1.6 million, $7 million, or $10.5 million divided by the per-share consideration if specified CIC Price and timing thresholds through December 31, 2030 are met.

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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.
CFO base salary (current) $175,000 per year John North annual base salary before October 1, 2026
CFO base salary (new) $275,000 per year John North annual base salary effective October 1, 2026
Target bonus 100% of annual base salary Annual target bonus opportunity for 2026 and later years
CIC RSU tier 1 value $1.6 million Divided by per-share consideration if CIC Price exceeds $5 billion and closes on or before December 31, 2027
CIC RSU tier 2 value $7 million Divided by per-share consideration if CIC Price exceeds $7.5 billion, CIC between July 1, 2027 and March 31, 2029
CIC RSU tier 3 value $10.5 million Divided by per-share consideration if CIC Price exceeds $10 billion, CIC between July 1, 2027 and December 31, 2030
Start date as CFO October 1, 2025 Used as reference for salary increase effective one-year anniversary
Change in Control financial
"In addition, in the event of a Change in Control (as defined in Grindr’s Amended and Restated 2022 Equity Incentive Plan)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
restricted stock unit financial
"a market condition performance-vesting restricted stock unit (“RSU”) arrangement previously provided to Mr. North"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
trailing twelve-month EBITDA financial
"vests upon the achievement of targets related to the Company’s market capitalization, stock price, or trailing twelve-month EBITDA"
Amended and Restated 2022 Equity Incentive Plan financial
"Change in Control (as defined in Grindr’s Amended and Restated 2022 Equity Incentive Plan)"
market condition performance-vesting financial
"modified a market condition performance-vesting restricted stock unit (“RSU”) arrangement previously provided to Mr. North"
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Understanding 8-K Material Events →
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 19, 2026
 

Grindr Inc.
(Exact name of registrant as specified in its charter)
 

Commission file number 001-39714

 
Delaware
92-1079067
(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 class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
GRND
NYSE
 
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 19, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Grindr Inc. (the “Company” or “Grindr”) approved certain changes to the compensation of John North, the Company’s Chief Financial Officer. The Compensation Committee, with the assistance of Frederic W. Cook & Co., Inc., its independent compensation consultant, reviewed the compensation arrangements the Company has with Mr. North, and based on its review, the performance of Mr. North since joining the Company on October 1, 2025, and to provide incentives that the Compensation Committee believes are appropriate to retain its executive officers over the long term and incentivize them to maximize stockholder value and achieve the Company’s corporate objectives, the Compensation Committee: (i) approved an increase to Mr. North’s annual base salary from $175,000 to $275,000, effective October 1, 2026, the one year anniversary of his start date; (ii) confirmed that Mr. North’s annual target bonus opportunity for the 2026 fiscal year and each subsequent fiscal year will be equal to 100% of his annual base salary, prorated to reflect any changes in his annual base salary during the applicable fiscal year; and (iii) modified a market condition performance-vesting restricted stock unit (“RSU”) arrangement previously provided to Mr. North that vests upon the achievement of targets related to the Company’s market capitalization, stock price, or trailing twelve-month EBITDA, as described below (“North Modified Market Cap RSU Arrangement”) to modify the dollar value of the RSUs Mr. North will be granted at each performance threshold, but did not modify the performance thresholds or the aggregate dollar value of the shares of Company common stock that Mr. North is eligible to receive if all the performance conditions are satisfied.
 
As noted above, the Compensation Committee established the North Modified Market Cap RSU Arrangement, which modifies the arrangement previously provided to Mr. North.  As modified:
 
 
•
On the first occasion (if any) on or prior to December 31, 2027 that (i) Grindr’s daily average market capitalization over a 90-trading day period (the “Average Grindr Market Cap”) exceeds $5 billion, (ii) the average per-share volume-weighted average price (“average VWAP”) of a share of Grindr’s Common Stock equals or exceeds $26 for 15 consecutive trading days, or (iii) Grindr’s Adjusted EBITDA for the four fiscal quarters preceding and including the most recently completed fiscal quarter of Grindr prior to the determination date (the “TTM EBITDA”) equals or exceeds $275 million (the earliest date on which the first of (i), (ii), or (iii) occurs, the “North First Performance Date”), then Mr. North will be granted a number of RSUs equal to (a) $1,600,000 divided by (b) the average VWAP for the 90 trading days preceding the North First Performance Date, in each case to be fully vested on grant.

 
•
On the first occasion (if any) on or after July 1, 2027 and on or prior to March 31, 2029 that (i) the Average Grindr Market Cap exceeds $7.5 billion, (ii) the average VWAP equals or exceeds $39 for 15 consecutive trading days, or (iii) TTM EBITDA equals or exceeds $412 million (the earliest date on which the first of (i), (ii), or (iii) occurs, the “North Second Performance Date”), Mr. North will be granted a number of RSUs equal to (i) $7,000,000 divided by (ii) the average VWAP for the 90 trading days preceding the North Second Performance Date, to be fully vested on grant.

 
•
On the first occasion (if any) on or after July 1, 2027 and on or prior to December 31, 2030 that (i) the Average Grindr Market Cap exceeds $10 billion, (ii) the average VWAP equals or exceeds $52 for 15 consecutive trading days, or (iii) TTM EBITDA equals or exceeds $550 million (the earliest date on which the first of (i), (ii), or (iii) occurs, the “North Third Performance Date”), Mr. North will be granted a number of RSUs equal to (a) $10,500,000 divided by (b) the average VWAP for the 90 trading days preceding the North Third Performance Date, to be fully vested on grant.

In addition, in the event of a Change in Control (as defined in Grindr’s Amended and Restated 2022 Equity Incentive Plan), Mr. North will be granted immediately prior to, and contingent upon, the consummation of a Change in Control and subject to his continuous employment through immediately prior to the consummation of such Change in Control, grants of fully vested RSUs equal to (x) $1.6 million divided by the per-share consideration in the Change in Control if the CIC Price (as defined in that certain Offer Letter, dated September 30, 2025, by and between the Company and John North, as amended on December 1, 2025) exceeds $5 billion and the Change in Control is consummated on or prior to December 31, 2027; (y) $7 million divided by the per-share consideration in the Change in Control if the CIC Price exceeds $7.5 billion and the Change in Control is consummated on or after July 1, 2027 and on or prior to March 31, 2029; and (z) $10.5 million divided by the per-share consideration in the Change in Control if the CIC Price exceeds $10 billion and the Change in Control is consummated on or after July 1, 2027 and on or prior to December 31, 2030, and in each case, for each such threshold that had otherwise not been met prior to the Change in Control.
 
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 25, 2026
GRINDR INC.



By:



/s/ Zachary Katz

 Zachary Katz

Chief Legal Officer, General Counsel & Head of Global Affairs


Source: View Original Filing on SEC EDGAR

FAQ

What compensation changes did Grindr (GRND) approve for its CFO John North?

Grindr’s board raised CFO John North’s base salary to $275,000 effective October 1, 2026 and set his annual target bonus at 100% of base salary, with additional performance-based RSU opportunities tied to market metrics and potential Change in Control outcomes.

How did Grindr (GRND) change John North’s base salary and when is it effective?

Grindr increased John North’s annual base salary from $175,000 to $275,000. The higher salary becomes effective on October 1, 2026, which is the one-year anniversary of his start date as Chief Financial Officer at the company.

What is John North’s target annual bonus opportunity at Grindr (GRND)?

John North’s annual target bonus opportunity is set at 100% of his annual base salary. The bonus is prorated for any salary changes during the year and applies to the 2026 fiscal year and each subsequent fiscal year at Grindr.

How do Grindr’s modified RSUs for John North vest under the market condition plan?

The modified RSU arrangement for John North vests based on market conditions linked to Grindr’s market capitalization, stock price, or trailing twelve-month EBITDA. The company adjusted the dollar value at each performance threshold but kept total potential equity value unchanged if all goals are met.

What RSU awards can John North receive at Grindr (GRND) if there is a Change in Control?

Immediately before a qualifying Change in Control, John North may receive fully vested RSUs equal to $1.6 million, $7 million, or $10.5 million divided by the per-share deal price, if CIC Price and timing thresholds between 2027 and 2030 are satisfied and he remains employed.

What are the CIC Price thresholds tied to John North’s Change in Control RSUs at Grindr?

The Change in Control RSU grants are conditioned on CIC Price thresholds above $5 billion, $7.5 billion, and $10 billion. Each threshold also has specific consummation windows between December 31, 2027 and December 31, 2030 that must be satisfied for the related RSUs to be granted.

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