| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Grindr Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
750 N. SAN VICENTE BLVD., SUITE RE 1400, WEST HOLLYWOOD, CALIFORNIA,
UNITED STATES
, 90069. |
Item 1 Comment:
This Amendment No. 12 (this "Amendment") to the Schedule 13D filed by the Reporting Persons on November 28, 2022, as amended from time to time ("Schedule 13D") relates to the Common Stock, par value $0.0001 per share (the "Common Stock") of Grindr Inc., a Delaware corporation (the "Issuer" or "Grindr"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. |
| Item 4. | Purpose of Transaction |
| | Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following text:
Between September 16, 2026 and November 3, 2026, Mr. Zage sold an aggregate of 2,000,000 shares of Common Stock held directly by him in open market transactions effected pursuant to the Rule 10b5-1 trading plan entered into on June 17, 2026 with Morgan Stanley Smith Barney LLC and previously described in Amendment No. 10 to this Schedule 13D (the "Trading Plan"), as further described in Item 5(c) of this Amendment, which is incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of this Schedule 13D is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
Tiga 88, Tiga Investments, Big Timber and Mr. Zage beneficially own an aggregate of 85,926,333, 85,926,333, 1,385,507, and 93,439,583 shares of the Issuer's Common Stock, respectively, which represents approximately 49.4%, 49.4%, 0.8% and 53.8% of the Issuer's issued and outstanding Common Stock, respectively, consisting of 173,820,627 shares of the Common Stock of the Issuer outstanding as of August 3, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2026.
Information required by Instruction C of Schedule 13D with respect to the directors, executive officers, or persons holding equivalent positions of the Reporting Persons, is set forth on Annex A attached hereto. |
| (b) | Item 5(b) of this Schedule 13D is hereby amended and restated as follows:
Mr. Zage, as sole equityholder in Tiga Investments, which is the sole equityholder in Tiga 88, and the Manager and sole member of Big Timber, has sole power to vote or direct the vote of 93,439,583 shares and sole power to dispose or direct the disposition of 93,439,583 shares of the Issuer's Common Stock, subject to the information incorporated by reference into this Item 5. |
| (c) | Item 5(c) of this Schedule 13D is hereby amended and restated as follows:
During the past 60 days, the Reporting Persons effected the following sales of Common Stock held directly by them. Each sale was effected pursuant to the Trading Plan in open market transactions on the New York Stock Exchange through Morgan Stanley Smith Barney LLC as broker.
Date Number of Shares Weighted Average Price Price Range (1)
09/16/2026 333,600 $15.62 $15.32 - $15.83
09/17/2026 166,400 $15.41 $15.25 - $15.50
10/01/2026 199,230 $14.13 $13.54 - $14.53
10/01/2026 6,500 $15.04 $14.54 - $15.50
10/01/2026 2,000 $15.65 $15.56 - $15.71
10/02/2026 292,270 $13.65 $13.43 - $14.21
10/16/2026 350,000 $14.228 N/A (all sold at $14.228)
10/19/2026 150,000 $13.87 $13.575 - $14.28
11/02/2026 330,000 $12.78 $12.55 - $12.905
11/03/2026 170,000 $13.03 $12.58 - $13.19
Total 2,000,000
(1) Except where marked "N/A", the shares were sold in multiple transactions at prices within the range indicated, inclusive. The Reporting Persons undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, specific trade amounts and pricing at which the respective transactions were effected.
Other than the transactions disclosed in this Item 5(c), the Reporting Persons have not effected any transactions in the securities of the Issuer during the past 60 days. |
