MTCH Form 4: McInerney Converts RSUs, Receives New 8,250-Share Grant

Rhea-AI Filing Summary

Form 4 overview: Director Thomas McInerney of Match Group, Inc. (ticker MTCH) reported multiple equity transactions dated 06/18/2025.

• Non-derivative activity: McInerney acquired 8,061 common shares through the vesting of restricted stock units (RSUs) and an additional 99 shares via dividend equivalents. His direct ownership rose to 352,202 common shares.
• Derivative activity: • 8,061 RSUs and 99 dividend-equivalent units were converted (code “M”) on a one-for-one basis into common stock. • A new equity award of 8,250 RSUs (code “A”) was granted. These RSUs vest on the earlier of 18-Jun-2026 or the company’s next Annual Stockholder Meeting, contingent on continued service.

Key dates & prices: All conversions carried a stated exercise price of $0, meaning no cash outlay by the director, and all RSUs convert 1-for-1 into common stock.

Implications for investors: The filing reflects routine director compensation and an incremental increase in insider ownership rather than open-market buying. No sale or disposition occurred, and no new cash was received by the insider. While the added holdings marginally tighten insider-share alignment, the transaction does not signal a directional view on Match Group’s valuation. Material financial performance data or strategic updates are not included in this filing.

Positive

• Director ownership increased by 8,160 shares, modestly enhancing insider alignment with shareholders.
• New 8,250-share RSU grant supports board retention and long-term incentive structure.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU vesting and grant; no buy/sell signal.

This Form 4 records the automatic conversion of previously granted RSUs (8,061 shares) plus 99 dividend-equivalent shares and the issuance of a new 8,250-RSU award. Because the shares came from equity compensation plans, no market purchase or sale occurred, and the director’s economic exposure merely rolled forward. Post-transaction ownership of 352,202 shares keeps McInerney among the larger individual holders but does not materially alter insider ownership percentages. Overall impact on valuation, liquidity, or earnings is negligible; investors typically treat such filings as neutral housekeeping.

Corporate Governance Expert

TL;DR: Standard board compensation; alignment maintained, governance unchanged.

The grant conforms to Match Group’s long-term equity incentive program, using one-year vesting aligned with the annual shareholder meeting cycle. The absence of dispositions reinforces director commitment but is not unusual. The size of the grant (8,250 RSUs) is modest relative to Match Group’s 279 million shares outstanding. There are no red-flag governance issues such as early option exercises, trading plans, or sizable sales. Impact on governance risk profile is therefore neutral.

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^*

MCINERNEY THOMAS

(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)	352,103	D
Common Stock, par value $0.001	06/18/2025		M		99	A	(2)	352,202	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 Thomas McInerney	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 Director Thomas McInerney acquire?

He acquired 8,061 shares from vested RSUs and 99 shares from dividend equivalents, totaling 8,160 shares.

Did the Form 4 disclose any Match Group insider sales?

No. All transactions were coded “M” (conversion) or “A” (award). No shares were sold or disposed of.

What is Thomas McInerney’s total MTCH shareholding after the transactions?

Following the conversions, McInerney directly owns 352,202 common shares of Match Group.

When will the newly granted 8,250 RSUs vest?

The RSUs vest on the earlier of 18-Jun-2026 or the date of the next Match Group Annual Stockholder Meeting, subject to continued service.

Was any cash paid to exercise the RSUs?

No. The RSUs convert to common stock on a one-for-one basis with an exercise price of $0.