Match Group Form 4: Bailey adds shares via RSU vesting, granted new equity

Rhea-AI Filing Summary

Match Group, Inc. (MTCH) – Form 4 insider activity summary

Director Stephen Bailey reported a series of equity transactions on 18 June 2025. Two blocks of restricted stock units (RSUs) vested, triggering an automatic conversion into 8,061 common shares plus 99 dividend-equivalent shares. Both conversions were coded “M”, indicating they stem from derivative equity awards rather than an open-market purchase. Following these settlements, Bailey’s direct common-stock ownership rose to 20,558 shares.

Simultaneously, Bailey received a new equity award of 8,250 RSUs. These units vest on the earlier of 18 June 2026 or the next annual shareholder meeting, subject to continued board service. No derivative securities remain from the vested grant; the new award restores his derivative holding to 8,250 RSUs. All transactions were executed at a stated price of $0, reflecting non-cash conversions.

The filing shows net share accumulation by a non-executive director and does not involve any sale of stock or option exercise for cash. Such routine vesting and grant activity is typical in board compensation programs and has limited direct impact on Match Group’s financial position or market float.

Positive

• Net share accumulation: Bailey’s common-stock position increased to 20,558 shares, signalling insider alignment with shareholders.
• No market sales: All activity involved vesting and grant; the director refrained from selling shares, avoiding potential negative sentiment.
• New RSU grant: The grant of 8,250 RSUs suggests the company continues to use equity incentives to retain board talent.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU vesting boosts Bailey’s holdings; no cash sales, limited market impact.

From an equity-capital-markets standpoint, the Form 4 is neutral. The director merely converted maturing RSUs (8,061) and related dividend equivalents (99) into common shares, increasing his direct stake to 20,558 shares. The grant of 8,250 new RSUs refreshes his deferred compensation but does not create immediate dilution because shares are issued only upon vesting next year. No open-market sales or purchases occurred, so there is no price discovery signal. The total shares involved (≈0.008% of MTCH’s ~279 million basic shares) are immaterial to float or insider-ownership concentrations. I assign an impact rating of 0 (neutral).

Corporate Governance Specialist

TL;DR: Standard board-compensation mechanics; signals continued service commitment, otherwise immaterial.

The filing confirms Bailey’s board tenure through at least the next AGM, as vesting is tied to service continuity. The absence of discretionary sales avoids negative optics and may be viewed positively by some governance-focused investors. However, because the transactions arise from preset equity-award schedules, they offer minimal insight into management’s view of valuation. Governance risk remains unchanged; therefore, I also assign a neutral impact (0).

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bailey Stephen

(Last) (First) (Middle)

MATCH GROUP, INC.

8750 N. CENTRAL EXPRESSWAY, SUITE 1400

(Street)

DALLAS TX 75231

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Match Group, Inc. [ MTCH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	06/18/2025		M		8,061	A	(1)	20,459	D
Common Stock, par value $0.001	06/18/2025		M		99	A	(2)	20,558	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/18/2025		M			8,061	(3)	(3)	Common Stock, par value $0.001	8,061	$0	0	D
Dividend Equivalents	(2)	06/18/2025		M			99	(4)	(4)	Common Stock, par value $0.001	99	$0	0	D
Restricted Stock Units	(1)	06/18/2025		A		8,250		(5)	(5)	Common Stock, par value $0.001	8,250	$0	8,250	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. Dividend equivalents convert into common stock on a one-for-one basis.

3. Represents restricted stock units that vested on the earlier of (i) June 21, 2025 and (ii) June 18, 2025, the date of the next Annual Stockholder Meeting of Match Group, Inc. following the grant date.

4. The dividend equivalents accrued on restricted stock units that vested on the earlier of (i) June 21, 2025 and (ii) June 18, 2025, the date of the next Annual Stockholder Meeting of Match Group, Inc. following the grant date.

5. Represents restricted stock units that vest on the earlier of (i) June 18, 2026 and (ii) the date of the next Annual Stockholder Meeting of Match Group, Inc. following the grant date, subject to continued service.

Remarks:

	David Shipley as Attorney-in-Fact for Stephen Bailey	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Match Group (MTCH) shares did Stephen Bailey acquire on 18 June 2025?

He obtained 8,061 shares from RSU vesting and 99 shares from dividend equivalents, totaling 8,160 common shares.

What is Stephen Bailey’s total direct ownership in MTCH after the reported transactions?

Bailey now directly owns 20,558 common shares in Match Group.

Did Stephen Bailey sell any Match Group shares in this Form 4 filing?

No. All transactions were coded “M” for RSU conversion; there were no open-market sales.

How many new restricted stock units were granted to Stephen Bailey?

He received 8,250 new RSUs, vesting on the earlier of 18 June 2026 or the next annual shareholder meeting.

Is this insider activity likely to affect Match Group’s stock price?

The volume is immaterial versus MTCH’s total float and involves no cash transactions, so market impact is expected to be minimal.