[8-K] Grindr Inc. Reports Material Event

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Grindr Inc. reported strong 2025 results and updated its capital plans. Revenue for 2025 reached $439.9 million, up 28%, with net income of $94.8 million versus a loss in 2024. Adjusted EBITDA was $195.6 million, giving a 44.5% margin, and free cash flow was $132.9 million.

For 2026, Grindr issued guidance for revenue greater than $528 million and Adjusted EBITDA greater than $217 million. The Board increased the share repurchase program by up to an additional $400 million and extended it to March 2029, on top of about $50 million remaining from a prior $500 million authorization.

Separately, Grindr entered a Cooperation Agreement with its largest stockholder, director G. Raymond Zage III. He agreed to 18-month standstill restrictions, including not pursuing any going-private transaction unless invited by the Board and approved by a majority of disinterested stockholders.

Insights

Grindr turned profitable in 2025, raised 2026 targets, and expanded buybacks.

Grindr delivered 2025 revenue of $439.9M, up 28%, and swung from a $(131.0M) loss in 2024 to net income of $94.8M. Adjusted EBITDA rose to $195.6M with a 44.5% margin, highlighting high operating leverage and cost discipline.

Cash generation was solid, with free cash flow of $132.9M and free cash flow conversion of 67.9%. Management’s 2026 guidance targets revenue greater than $528M and Adjusted EBITDA greater than $217M, implying continued double-digit growth alongside robust profitability.

The Board authorized up to an additional $400M in share repurchases and extended the program to March 2029, signaling confidence in long-term prospects. A cooperation agreement with major stockholder G. Raymond Zage III, including an 18‑month standstill on unsolicited going‑private efforts, also adds governance clarity.

02/26/2026 - 04:20 PM

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): February 26, 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	New 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 1.01 Entry into a Material Definitive Agreement.

On February 26, 2026, Grindr Inc. (the “Company” or “Grindr”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with G. Raymond Zage, III, a member of the Board of Directors of the Company (the “Board”) and the Company’s largest stockholder. Pursuant to the Cooperation Agreement, Zage has agreed, among other things, to certain standstill restrictions, including not to effect, seek, or participate in any going private or similar transaction involving the Company, unless invited by the Board, for a period of 18 months from the date of the Cooperation Agreement. If invited, any proposal would be conditioned on, at a minimum, approval by a majority of the Company’s disinterested stockholders.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety to the full text of the Cooperation Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On February 26, 2026, the Company issued a press release and posted a shareholder letter to its website announcing its financial results for the fiscal year ended December 31, 2025.

The Company also announced that its Board has authorized an increase in the Company’s share repurchase program by up to an additional $400 million of Grindr’s common stock, and extended the program to March 2029.

A copy of the Company’s press release dated February 26, 2026, and the shareholder letter dated February 26, 2026, are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. The information contained herein and the accompanying Exhibit 99.1 and Exhibit 99.2 is being furnished under “Item 2.02 Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference in any filing with the Securities and Exchange Commission made by us, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
10.1						Cooperation Agreement by and between Grindr Inc. and G. Raymond Zage, III, dated February 26, 2026
99.1						Press release dated February 26, 2026
99.2						Shareholder Letter dated February 26, 2026
104						Cover 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: February 26, 2026


						GRINDR INC.

						By:

						/s/ John North
						John North
						Chief Financial Officer

Exhibit 99.1

Grindr Inc. Delivers 28% Full Year 2025 Revenue Growth

Introduces 2026 Guidance: Revenue Greater than $528 Million and Adjusted EBITDA Greater than $217 Million

Announces $400 Million Increase to Common Stock Repurchase Program; Program Extended to March 2029

LOS ANGELES, CA – February 26, 2026 – Grindr Inc. (NYSE: GRND) (“Grindr” or the “Company”), the Global Gayborhood in Your PocketTM, today posted its financial results for the fourth quarter and fiscal year ended December 31, 2025, in a Letter to Shareholders. The Letter to Shareholders can be accessed on Grindr’s Investor Relations website: https://investors.grindr.com/.

The Company also announced that its Board of Directors has authorized an increase in the Company’s share repurchase program by up to an additional $400 million of Grindr’s common stock, and extended the program to March 2029. Under the program, the Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means. The increase is on top of the approximately $50 million of repurchase authority remaining under the $500 million originally announced in March 2025.

“Grindr delivered exceptional results in 2025 and delivered fourth quarter results that exceeded the increased outlook for the year we provided in November. We delivered net income of $95 million and our full-year Adjusted EBITDA of $196 million was higher than our annual revenue when we went public just three years ago, demonstrating strong execution and high productivity,” said George Arison, Grindr CEO. “We intend to raise the bar even higher in 2026 as we invest in premium experiences, durable core growth initiatives, and stronger platform foundations, all supported by our rapidly growing AI capabilities. We are building for sustainable, profitable long-term growth, and we’re just getting started.”

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Grindr, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.

Earnings Webcast Information

Grindr will host a live webcast today at 2:00 p.m. Pacific Time to discuss the Company’s fourth quarter and fiscal year 2025 financial results. The webcast of the conference call can be accessed as follows:

Event: Grindr Fourth Quarter and Fiscal Year 2025 Earnings Conference Call

Date: Thursday, February 26, 2026

Time: 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time)

Live Webcast Site: https://investors.grindr.com/

An archived webcast of the conference call will also be accessible on Grindr’s Investor Relations page, https://investors.grindr.com/.

Forward Looking Statements

Some of the statements contained in this press release constitute forward-looking statements within the meaning of the federal securities laws, including our guidance for 2026. 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 press release 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;

•market perception of our brand;

•the impact of the legal environment and complexities with litigation and regulatory compliance related to such environment, including maintaining compliance with privacy, data protection, consumer protection and online safety laws and regulations, as well as laws that may apply to any new products or services we have introduced and may introduce in the future, including 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 develop and adopt artificial intelligence (“AI”) and machine learning (“ML”) technologies and processes—including generative AI—in our daily operations, including by deploying generative AI and ML in 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 impact of resales of significant volumes of our securities by any of our directors or significant stockholders, including pursuant to one or more margin calls on such stockholders’ loans, on the volatility of our stock price;

•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;

•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; and

•the impact of anti-LGBTQ policies and actions by governments and non-state actors around the world, including to block or otherwise restrict access to our app in their countries.

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 fiscal year ended December 31, 2024, in annual reports on Form 10-K we file thereafter, and quarterly reports on Form 10-Q that we file with the Securities and Exchange Commission from time to time. 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 statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

Non-GAAP Financial Measures

We use Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and free cash flow conversion, which are non-GAAP measures, 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 employee transition costs, litigation-related costs, transaction-related costs, management fees 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 these measures internally to evaluate the performance of our business and these measures are among 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.

We are not able to estimate net income (loss) and net income (loss) margin on a forward-looking basis or reconcile the guidance provided for Adjusted EBITDA margin to net income (loss) margin on a forward-looking basis without unreasonable efforts due to the variability and complexity with respect to the charges excluded from Adjusted EBITDA margin. In particular, the measures and effects of our stock-based compensation related to equity grants are directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could have a significant and potentially unpredictable impact on our future GAAP financial results.

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


	Year Ended December 31,
($ in thousands)	2025			2024
Reconciliation of net income (loss) to Adjusted EBITDA
Net income (loss)	$	94,751		$	(131,001)
Interest expense, net	17,643			25,616
Income tax provision	23,862			12,711
Depreciation and amortization	8,860			16,910
Litigation-related costs (1)	1,464			1,190
Transaction related costs (2)	1,597			—
Stock-based compensation expense	54,520			37,272
Employee transition costs (3)	2,856			58

Change in fair value of warrant liability (4)	(9,905)			184,557


Adjusted EBITDA	$	195,648		$	147,313
Revenue	$	439,898		$	344,636
Net income (loss) margin	21.5		%	(38.0)		%
Adjusted EBITDA Margin	44.5		%	42.7		%

_________________

(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 Norwegian Data Protection Authority fine and CWA unionization.

(2)Transaction-related costs consist of legal, consulting, and other professional fees related to potential transactions.

(3)Non-recurring employee transition costs relate to cost associated with the transition of our former Chief Financial Officer, including professional services, legal fees, executive recruiting costs, severance arrangements, and other related costs; and severance incurred for employees who elected not to relocate or participate in our RTO Plan and other severance arrangements.

(4)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

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. 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 conversion is calculated by dividing free cash flow for a period by Adjusted EBITDA for the same period. 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 years ended December 31, 2025 and 2024.


	Year Ended December 31,
($ in thousands)	2025			2024
Reconciliation of net cash provided by operating activities to free cash flow
Net cash provided by operating activities	$	141,518		$	94,957
Less:
Capitalized development software costs and purchases of property and equipment	(8,616)			(5,345)
Free cash flow	$	132,902		$	89,612

Operating cash flow conversion (1)	149.4		%	(72.5)		%
Free cash flow conversion	67.9		%	60.8		%

_________________

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

Trademarks

This press release may contain trademarks of Grindr. Solely for convenience, trademarks referred to in this press release may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that Grindr will not assert, to the fullest extent under applicable law, its rights to these trademarks.

About Grindr Inc.

With 15 million average monthly active users, Grindr has grown to become the Global Gayborhood in Your PocketTM, on a mission to make a world where the lives of our global community are free, equal, and just. Available in 190 countries and territories, Grindr is often the primary way for its users to connect, express themselves, and discover the world around them. Since 2015, Grindr for Equality has advanced human rights, health, and safety for millions of LGBTQ+ people in partnership with organizations in every region of the world. Grindr has offices in West Hollywood, the Bay Area, Chicago, and New York. The Grindr app is available on the App Store and Google Play.

Investors:

IR@grindr.com

Media:

Press@grindr.com