Starboard discloses 4.6% Match Group (MTCH) position with derivatives exposure

Rhea-AI Filing Summary

Starboard Value and its affiliates filed Amendment No. 1 to their Schedule 13D on Match Group, Inc., reporting beneficial ownership of 10,833,200 shares of common stock, or 4.6% of the company’s 233,266,526 shares outstanding as of April 30, 2026.

The position includes 1,330,114 shares underlying forward purchase contracts that are exercisable within 60 days and settle physically, with a final valuation date of March 9, 2027. Starboard V&O Master Fund also holds cash-settled total return swaps referencing 1,237,449 shares, representing about 0.5% additional economic exposure without voting or dispositive power.

Various Starboard funds acquired their shares with working capital, primarily through open-market purchases, with disclosed aggregate purchase prices such as $105.5 million for 3,479,984 shares and $63.99 million for 1,989,712 shares.

Insights

Equity ownership & activism analyst

Starboard reports a sub-5% but structured stake in Match Group.

Starboard Value and related entities disclose a 4.6% beneficial stake in Match Group, combining direct share ownership with derivatives. The filing clarifies how much exposure comes from outright shares versus forward contracts and cash-settled swaps, which differ in voting rights and control.

The group holds 10,833,200 shares beneficially, including 1,330,114 shares tied to physically settled forward contracts. Separately, cash-settled total return swaps referencing 1,237,449 shares provide economic results similar to ownership but no voting or dispositive power, limiting direct influence from that portion.

Because the reported stake remains below 5% and much of the derivative exposure lacks voting rights, the disclosure refines Starboard’s ownership profile rather than signaling a transformational change. Future ownership levels will depend on how Starboard manages these forwards and swaps through their March 2027 and November 2027 dates.

Key Figures

Beneficial ownership: 10,833,200 shares (4.6%) Shares outstanding: 233,266,526 shares Forward contract shares: 1,330,114 shares +5 more

8 metrics

Beneficial ownership 10,833,200 shares (4.6%) Match Group common stock as of April 30, 2026

Shares outstanding 233,266,526 shares Match Group common stock outstanding as of April 30, 2026

Forward contract shares 1,330,114 shares Current Forward Contracts for Match Group, physical settlement, final valuation March 9, 2027

Swap economic exposure 1,237,449 shares (~0.5%) Cash-Settled Total Return Swaps referencing Match Group shares

Starboard V&O Master Fund purchase price $105,500,109.72 Aggregate for 3,479,984 Match Group shares, excluding commissions

Starboard X Master Fund purchase price $63,989,947.49 Aggregate for 1,989,712 Match Group shares, excluding commissions

Starboard P LP forward consideration $50,823,655.94 For Current Forward Contracts on 1,330,114 Match Group shares

Starboard G LP purchase price $34,729,805.06 Aggregate for 1,157,644 Match Group shares, excluding commissions

Key Terms

Schedule 13D/A, Cash-Settled Total Return Swaps, Current Forward Contracts, beneficially owned, +2 more

6 terms

Schedule 13D/A regulatory

"This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on filed with the Securities and Exchange Commission"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

Cash-Settled Total Return Swaps financial

"economic exposure to an aggregate of 1,237,449 shares of Common Stock ... due to certain Cash-Settled Total Return Swaps"

Current Forward Contracts financial

"Includes 1,330,114 shares of Common Stock underlying the Current Forward Contracts (as defined below) exercisable within 60 days hereof."

beneficially owned financial

"The aggregate purchase price of the 3,479,984 shares of Common Stock beneficially owned by Starboard V&O Master Fund is $105,500,109.72"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

physical settlement financial

"Each of the Current Forward Contracts provides for physical settlement."

Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.

working capital financial

"were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Match Group, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

57667L107

(CUSIP Number)

JEFFREY C. SMITH
STARBOARD VALUE LP, 777 Third Avenue, 18th Floor
New York, NY, 10017
(212) 845-7977

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,833,200.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,833,200.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,833,200.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,330,114 shares of Common Stock underlying the Current Forward Contracts (as defined below) exercisable within 60 days hereof. Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 1,237,449 shares of Common Stock (representing approximately 0.5% of the outstanding shares of Common Stock) due to certain Cash-Settled Total Return Swaps (as defined and further explained in Item 6). The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 233,266,526 shares of Common Stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value and Opportunity Master Fund LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,479,984.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,479,984.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,479,984.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 1,237,449 shares of Common Stock (representing approximately 0.5% of the outstanding shares of Common Stock) due to certain Cash-Settled Total Return Swaps (as defined and further explained in Item 6). The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 233,266,526 shares of Common Stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value & Opportunity Master Fund L LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 320,070.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 320,070.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

320,070.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value and Opportunity S LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 743,476.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 743,476.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

743,476.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value and Opportunity C LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard X Master Fund LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,989,712.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,989,712.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,989,712.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value A LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value A GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value R LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value L LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value R GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,833,200.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,833,200.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,833,200.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,330,114 shares of Common Stock underlying the Current Forward Contracts (as defined below) exercisable within 60 days hereof. Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 1,237,449 shares of Common Stock (representing approximately 0.5% of the outstanding shares of Common Stock) due to certain Cash-Settled Total Return Swaps (as defined and further explained in Item 6). The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 233,266,526 shares of Common Stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Principal Co LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,833,200.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,833,200.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,833,200.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,330,114 shares of Common Stock underlying the Current Forward Contracts (as defined below) exercisable within 60 days hereof. Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 1,237,449 shares of Common Stock (representing approximately 0.5% of the outstanding shares of Common Stock) due to certain Cash-Settled Total Return Swaps (as defined and further explained in Item 6). The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 233,266,526 shares of Common Stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value Co GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,833,200.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,833,200.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,833,200.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,330,114 shares of Common Stock underlying the Current Forward Contracts (as defined below) exercisable within 60 days hereof. Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 1,237,449 shares of Common Stock (representing approximately 0.5% of the outstanding shares of Common Stock) due to certain Cash-Settled Total Return Swaps (as defined and further explained in Item 6). The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 233,266,526 shares of Common Stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard P Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,330,114.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,330,114.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,330,114.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,330,114 shares of Common Stock underlying the Current Forward Contracts (as defined below) exercisable within 60 days hereof.

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value P GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,330,114.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,330,114.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,330,114.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,330,114 shares of Common Stock underlying the Current Forward Contracts (as defined below) exercisable within 60 days hereof.

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard G Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,157,644.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,157,644.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,157,644.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Starboard Value G GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,157,644.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,157,644.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,157,644.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Jeffrey C. Smith

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,833,200.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,833,200.00

11

Aggregate amount beneficially owned by each reporting person

10,833,200.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to rows (8)(10)(11): Includes 1,330,114 shares of Common Stock underlying the Current Forward Contracts (as defined below) exercisable within 60 days hereof. Note to rows (8)(10)(11)(13): Possesses economic exposure to an aggregate of 1,237,449 shares of Common Stock (representing approximately 0.5% of the outstanding shares of Common Stock) due to certain Cash-Settled Total Return Swaps (as defined and further explained in Item 6). The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 233,266,526 shares of Common Stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 57667L107

1

Name of reporting person

Peter A. Feld

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,833,200.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,833,200.00

11

Aggregate amount beneficially owned by each reporting person

10,833,200.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to rows (8)(10)(11): Includes 1,330,114 shares of Common Stock underlying the Current Forward Contracts (as defined below) exercisable within 60 days hereof. Note to rows (8)(10)(11)(13): Possesses economic exposure to an aggregate of 1,237,449 shares of Common Stock (representing approximately 0.5% of the outstanding shares of Common Stock) due to certain Cash-Settled Total Return Swaps (as defined and further explained in Item 6). The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 233,266,526 shares of Common Stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value
(b)	Name of Issuer: Match Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 8750 NORTH CENTRAL EXPRESSWAY, SUITE 1400, DALLAS, TEXAS , 75231.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on July 15, 2024 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"), with respect to the Common Stock, $0.001 par value (the "Common Stock"), of Match Group, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1 amends and restates Items 2(b), 3 and 5(a)-(c) and (e) and the second paragraph of Item 6, as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.
Item 2.	Identity and Background
(b)	The officers and directors of Starboard V&O Master Fund and Starboard X Master and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.
Item 3.	Source and Amount of Funds or Other Consideration
	The Common Stock purchased by each of Starboard V&O Master Fund, Starboard L Master, Starboard S LLC, Starboard P LP, Starboard G LP, Starboard X Master and Starboard Value (through the Starboard Value LP Account) were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 3,479,984 shares of Common Stock beneficially owned by Starboard V&O Master Fund is $105,500,109.72, excluding brokerage commissions (including $47,233,428.33 paid as consideration for Starboard V&O Master Fund's entry into certain Cash-Settled Return Swap Agreements (defined below) for the purchase of 1,237,449 shares of Common Stock). The aggregate purchase price of the 320,070, shares of Common Stock beneficially owned by Starboard L Master is $10,347,351.14, excluding brokerage commissions. The aggregate purchase price of the 743,476 shares of Common Stock beneficially owned by Starboard S LLC is $23,819,238.02, excluding brokerage commissions. The aggregate purchase price of the 1,812,200 shares of Common Stock beneficially owned by the Starboard Value LP Account is $55,657,767.34, excluding brokerage commissions. The aggregate purchase price of the 1,989,712 shares of Common Stock beneficially owned by Starboard X Master is $63,989,947.49, excluding brokerage commissions. The aggregate purchase price of the 1,330,114 shares of Common Stock beneficially owned by Starboard P LP is $50,823,655.94, excluding brokerage commissions (including $50,823,655.94 paid as consideration for Starboard P LP's entry into certain Current Forward Contracts (as defined below) for the purchase of 1,330,114 shares of Common Stock). The aggregate purchase price of the 1,157,644 shares of Common Stock beneficially owned by Starboard G LP is $34,729,805.06, excluding brokerage commissions.
Item 5.	Interest in Securities of the Issuer
(a)	The percentages used in this Schedule 13D/A are calculated based upon 233,266,526 shares of Common Stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2026. See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D/A shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule B attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in shares of Common Stock listed hereto were effected in the open market through various brokerage entities.
(e)	May 4, 2026
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Starboard P LP entered into forward purchase contracts (the "Current Forward Contracts") with an unaffiliated third party financial institution as a counterparty. The Current Forward Contracts provide for the purchase of an aggregate of 1,330,114 shares of Common Stock and have a final valuation date of March 9, 2027. Starboard P LP has the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the Current Forward Contracts provides for physical settlement. Until the settlement date, none of the Current Forward Contracts give Starboard P LP voting or dispositive control over the shares of Common Stock to which such contracts relate. Starboard V&O Master Fund has entered into certain cash-settled total return swap agreements (the "Cash-Settled Return Swaps" or "Cash-Settled Total Return Swap Agreements") with an unaffiliated third party financial institution as a counterparty that constitute economic exposure to an aggregate of 1,237,449 shares of Common Stock, which have a maturity date of November 4, 2027. The Cash-Settled Total Return Swap Agreements provide Starboard V&O Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of such swaps. Starboard V&O Master Fund does not have the right to convert the foregoing swaps into shares of Common Stock at any time.
Item 7.	Material to be Filed as Exhibits.
	SCHEDULE A: Directors and Officers SCHEDULE B: Transactions in Common Stock By The Reporting Persons Exhibit 99.4: Powers of Attorney for Jeffrey C. Smith and Peter A. Feld, dated as of May 6, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Starboard Value LP

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value LP, its managing member
Date:	05/06/2026

Starboard Value and Opportunity Master Fund LTD

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value and Opportunity Master Fund LTD, its managing member
Date:	05/06/2026

Starboard Value & Opportunity Master Fund L LP

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value and Opportunity Master Fund L LP, its managing member
Date:	05/06/2026

Starboard Value and Opportunity S LLC

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value and Opportunity S LLC, its managing member
Date:	05/06/2026

Starboard Value and Opportunity C LP

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value and Opportunity C LP, its managing member
Date:	05/06/2026

Starboard X Master Fund LTD

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard X Master Fund LTD, its managing member
Date:	05/06/2026

Starboard Value A LP

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value A LP, its managing member
Date:	05/06/2026

Starboard Value A GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value A GP LLC, its managing member
Date:	05/06/2026

Starboard Value R LP

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value R LP, its managing member
Date:	05/06/2026

Starboard Value L LP

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value L LP, its managing member
Date:	05/06/2026

Starboard Value R GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its managing member
Date:	05/06/2026

Starboard Value GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its managing member
Date:	05/06/2026

Starboard Principal Co LP

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its managing member
Date:	05/06/2026

Starboard Value Co GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value Co GP LLC, its managing member
Date:	05/06/2026

Starboard P Fund LP

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard P Fund LP, its managing member
Date:	05/06/2026

Starboard Value P GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value P GP LLC, its managing member
Date:	05/06/2026

Starboard G Fund, L.P.

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard G Fund, L.P., its managing member
Date:	05/06/2026

Starboard Value G GP, LLC

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Authorized Signatory of Starboard Value G GP, LLC, its managing member
Date:	05/06/2026

Jeffrey C. Smith

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith
Date:	05/06/2026

Peter A. Feld

Signature:	/s/ Lindsey Cara
Name/Title:	By: Lindsey Cara, Attorney-in-Fact for Peter A. Feld
Date:	05/06/2026

FAQ

What stake does Starboard Value report in Match Group (MTCH) in this Schedule 13D/A?

Starboard Value and related entities report beneficial ownership of 10,833,200 Match Group common shares, representing 4.6% of 233,266,526 shares outstanding as of April 30, 2026. This figure includes shares underlying forward contracts exercisable within 60 days of the filing.

How much of Starboard’s Match Group (MTCH) position comes from derivatives?

Starboard’s position includes 1,330,114 shares underlying physically settled forward purchase contracts and economic exposure to 1,237,449 additional shares via cash-settled total return swaps. The swaps provide economic results similar to ownership but no voting or dispositive power over the referenced shares.

What are the key terms of Starboard’s forward contracts on Match Group (MTCH)?

Starboard P LP entered into forward purchase contracts for an aggregate 1,330,114 Match Group shares with a final valuation date of March 9, 2027. The contracts provide for physical settlement, and Starboard P LP can elect early settlement by giving at least two scheduled trading days’ notice.

What are the terms of Starboard’s cash-settled total return swaps on Match Group (MTCH)?

Starboard V&O Master Fund’s cash-settled total return swap agreements reference 1,237,449 Match Group shares and mature on November 4, 2027. These swaps give economic exposure comparable to ownership but no right to vote, direct voting, dispose of, or convert into shares of common stock.

How were Starboard’s Match Group (MTCH) shares financed according to the filing?

The filing states that Starboard entities purchased Match Group common stock with working capital, which can include ordinary-course margin loans. Most purchases were open-market transactions, and the filing lists aggregate purchase prices for each fund, excluding brokerage commissions and derivative notional mechanics.

What aggregate purchase prices does Starboard disclose for key Match Group (MTCH) positions?

Starboard discloses, for example, $105,500,109.72 for 3,479,984 shares held by Starboard V&O Master Fund and $63,989,947.49 for 1,989,712 shares held by Starboard X Master Fund. Starboard P LP’s 1,330,114-share forward position reflects $50,823,655.94 of consideration under the current forward contracts.