Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

CFO Appointment

On October 6, 2024, the Board of Directors (the "Board") of Match Group, Inc. (the "Company") appointed Steven Bailey as the Company's Chief Financial Officer, effective March 1, 2025 (the "Effective Date"). Consistent with the foregoing, Mr. Bailey will assume the role of principal financial officer of the Company, succeeding Gary Swidler in such role, effective on the Effective Date. Mr. Swidler will continue to serve as President of the Company following Mr. Bailey's appointment as Chief Financial Officer.

Mr. Bailey, age 42, has served as the Company's Senior Vice President, Financial Planning & Business Operations since February 2022. Prior to that, he held positions of increasing responsibility with the Company since 2012, including Chief Financial Officer, Match Group Americas, from February 2021 to January 2022; Senior Vice President, Finance & Business Operations, Match Group Americas, from February 2018 to January 2021; and VP, Finance, Match Group Americas, from February 2016 to January 2018. Prior to joining the Company, Mr. Bailey served as Manager, Financial Planning & Analysis, for Dow Jones from 2011 to 2012. Mr. Bailey began his career serving in various finance and operations roles for Heritage Building Group from 2004 to 2011. He received an MBA in Finance from Lehigh University and a BA in Finance from Bloomsburg University.

There are no arrangements or understandings between Mr. Bailey and any other person pursuant to which Mr. Bailey was selected as an officer. There are no transactions in which Mr. Bailey has an interest requiring disclosure under Item 404(a) of Regulation S-K.

CFO Employment Agreement

In connection with the appointment of Mr. Bailey as the Company's Chief Financial Officer, the Company entered into an employment agreement with Mr. Bailey (the "Bailey Employment Agreement"), which will take effect on the Effective Date. The material terms and conditions of the Bailey Employment Agreement are summarized below. Unless otherwise specified, capitalized terms used but not defined below shall have the meanings set forth in the Bailey Employment Agreement.

The Bailey Employment Agreement has a scheduled term of one year from the Effective Date and provides for automatic renewals for successive one-year terms absent written notice from the Company or Mr. Bailey. The Bailey Employment Agreement provides that, during the term, Mr. Bailey will be eligible to receive (i) an annual base salary of $475,000, (ii) discretionary annual cash bonuses targeted at 100% of Mr. Bailey's annual base salary, (iii) equity awards (as described below) and (iv) customary health and retirement benefits.

On the Effective Date, subject to approval by the Compensation and Human Resources Committee of the Board, Mr. Bailey will receive (i) restricted stock units of the Company, with a value at grant of $1,875,000, vesting in three equal installments on the first three anniversaries of the grant date and (ii) performance-based restricted stock units of the Company, with a target value at grant of $1,875,000, vesting on the third anniversary of the grant date, subject to continued employment and attainment of applicable performance goals.