Match Group (MTCH) CEO Spencer Rascoff granted new dividend equivalents

Rhea-AI Filing Summary

Match Group, Inc. director and Chief Executive Officer Spencer M. Rascoff reported automatic awards of dividend equivalent rights linked to his existing equity awards. On January 21, 2026, he acquired 1,337 dividend equivalents at a price of $0, which are tied to restricted stock units that vest one-third on March 1, 2026 and then in twelfths every three months, subject to continued service. He also acquired 5,571 dividend equivalents at a price of $0 connected to performance-based restricted stock units that may vest if Match Group’s common stock reaches specified price targets over an approximately one-year period beginning on February 5, 2027, also subject to continued service and certain termination conditions. Each dividend equivalent converts into one share of common stock when its related units vest.

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

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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^*

Rascoff Spencer M

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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

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
Dividend Equivalents	(1)	01/21/2026		A		1,337		03/01/2026(2)	03/01/2028(2)	Common Stock, par value $0.001	1,337	$0	5,273	D
Dividend Equivalents	(1)	01/21/2026		A		5,571		(3)	(3)	Common Stock, par value $0.001	5,571	$0	21,974	D

Explanation of Responses:

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

2. The dividend equivalents accrued on restricted stock units that vest as to 1/3 on March 1, 2026 and as to 1/12 every three months thereafter, subject to continued service. The dividend equivalents vest proportionately with the restricted stock units.

3. The dividend equivalents accrued on performance-based restricted stock units ("PSUs") that vest based on Match Group, Inc.'s common stock achieving certain specified prices per share over an approximate one year period beginning on February 5, 2027, subject to continued service; provided that, in the event of certain terminations of the reporting person's employment, the PSUs will be eligible to vest based on Match Group, Inc.'s common stock achieving certain specified prices per share over the approximate one year period beginning on the date of termination. The dividend equivalents vest proportionately with the PSUs.

Remarks:

	David Shipley as Attorney-in-Fact for Spencer M. Rascoff	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did MTCH executive Spencer M. Rascoff report?

Spencer M. Rascoff, a director and Chief Executive Officer of Match Group, Inc. (MTCH), reported the acquisition of dividend equivalent derivative securities on January 21, 2026. These awards were granted at a price of $0 per unit and are tied to his existing restricted stock unit and performance-based restricted stock unit grants.

How many dividend equivalents did Spencer Rascoff receive in this Form 4 filing for Match Group (MTCH)?

The filing shows that Spencer Rascoff acquired 1,337 dividend equivalents tied to time-based restricted stock units and 5,571 dividend equivalents tied to performance-based restricted stock units, each granted at a price of $0 per unit.

How do the dividend equivalents reported by MTCH’s CEO convert into Match Group common stock?

According to the disclosure, each dividend equivalent converts into common stock on a one-for-one basis. This means each dividend equivalent becomes one share of Match Group common stock, but only as and when the related restricted stock units or performance-based restricted stock units vest.

What are the vesting terms for the dividend equivalents linked to Match Group (MTCH) restricted stock units?

The dividend equivalents related to time-based restricted stock units vest as the underlying units vest: one-third on March 1, 2026 and one-twelfth every three months thereafter, subject to continued service. The dividend equivalents vest proportionately with those restricted stock units.

What performance conditions affect the dividend equivalents tied to MTCH performance-based RSUs?

The dividend equivalents linked to performance-based restricted stock units vest based on Match Group, Inc.’s common stock achieving specified prices per share over an approximately one-year period beginning on February 5, 2027, subject to continued service. In certain terminations of employment, vesting can be measured over an approximate one-year period starting from the termination date, and the dividend equivalents vest proportionately with those PSUs.

Are the dividend equivalents reported by MTCH’s CEO held directly or indirectly?

The Form 4 indicates that the dividend equivalents are held with direct ownership by Spencer M. Rascoff. The reported beneficial ownership amounts following the transactions are 5,273 derivative securities after the 1,337-unit grant and 21,974 derivative securities after the 5,571-unit grant.