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STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION
NOTE 11—STOCK-BASED COMPENSATION
The Company currently has four active stock and annual incentive plans: two Former Match Group plans that were assumed as part of the Separation (the 2015 and 2017 plans), a plan that was approved by shareholders on June 25, 2020 (the 2020 plan), and a plan that was approved by shareholders on June 21, 2024 (the 2024 plan). The 2015, 2017, and 2024 plans cover stock options to acquire shares of Match Group common stock, RSUs, PSUs, and stock settled stock appreciation rights denominated in the equity of certain of our subsidiaries, in each case with respect to awards granted by the Company, and in the case of the 2015 and 2017 plans, awards previously granted by Former Match Group prior to the Separation. The 2015 and 2024 plans authorize the Company to grant awards to its employees, officers, directors and consultants. At December 31, 2024, there were 20.7 million shares available for the future grant of equity awards under the 2015 and 2024 plans collectively. The 2020 plan covers options previously granted by Former IAC that converted into Match Group options as a result of the Separation. No additional grants can be made from the 2017 and 2020 plans.
The 2015, 2017, and 2024 plans have a stated term of ten years and provide that the exercise price of stock options granted will not be less than the market price of the Company’s common stock on the grant date. No plan specifies grant dates or vesting schedules of awards as those determinations have been delegated to the Compensation and Human Resources Committee of Match Group’s Board of Directors (the “Committee”). Each grant agreement reflects the vesting schedule for that particular grant as determined by the Committee. RSUs, PSUs, and market-based awards outstanding generally vest over a three- or four-year period.
Stock-based compensation expense recognized in the consolidated statement of operations includes expense related to the Company’s stock options, RSUs, market-based awards, PSUs for which vesting is considered probable, and equity instruments denominated in shares of subsidiaries. The amount of stock-based compensation expense recognized is net of estimated forfeitures, as the expense recorded is based on awards that are ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. At December 31, 2024, there is $358.0 million of unrecognized compensation cost, net of estimated forfeitures, related to all outstanding equity-based awards, which is expected to be recognized over a weighted average period of approximately 1.9 years.
The total income tax benefit recognized in the accompanying consolidated statement of operations for the years ended December 31, 2024, 2023, and 2022 related to all stock-based compensation is $28.7 million, $16.3 million and $72.5 million, respectively.
The aggregate income tax benefit recognized related to the exercise of stock options for the years ended December 31, 2024, 2023, and 2022 is $5.8 million, $3.2 million, and $53.5 million, respectively.
Stock Options
Stock options outstanding at December 31, 2024 and changes during the year ended December 31, 2024 are as follows:
 December 31, 2024
 SharesWeighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Term (In Years)		Aggregate
Intrinsic
Value
 (Shares and intrinsic value in thousands)
Outstanding at January 1, 20243,116 $20.80   
Exercised(385)16.39   
Expired(19)25.58 
Outstanding and exercisable at December 31, 20242,712 $21.39 2.0$34,738 
The aggregate intrinsic value in the table above represents the difference between Match Group’s closing stock price on the last trading day of 2024 and the exercise price, multiplied by the number of in-the-money options that would have been exercised had option holders exercised their options on December 31, 2024. The total intrinsic value of stock options exercised during the years ended December 31, 2024 and 2023 is $6.9 million and $13.7 million, respectively. Cash received from Match Group stock option exercises for the years ended December 31, 2024, 2023, and 2022 was $13.6 million, $19.9 million, and $20.5 million, respectively.
Restricted Stock Units, Performance-Based Stock Units, and Market-Based Awards
RSUs, PSUs, and market-based awards are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of Match Group common stock. For market-based awards, the grant date fair value was estimated using a lattice model that incorporates a Monte Carlo simulation of the Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite index over various performance periods. Each RSU, PSU, and market-based award is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. PSUs also include performance-based vesting conditions where certain performance targets set at the time of grant must be achieved before an award vests. The number of market-based awards that ultimately vest is based on the Company’s market performance relative to certain other publicly-traded companies. For RSU awards, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-based compensation over the vesting term. For PSU awards, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-based compensation over the vesting term if the performance targets are considered probable of being achieved.
Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2024 and changes during the year ended December 31, 2024 are as follows:
 RSUsPSUsMarket-based awards
 Number of sharesWeighted Average Grant Date Fair Value
Number of shares(a)
Weighted Average Grant Date Fair Value
Number of shares(a)
Weighted Average Grant Date Fair Value
 (Shares in thousands)
Unvested at January 1, 20247,332 $61.79 2,147 $45.58 2,352 $94.67 
Granted6,487 35.74 118 38.13 1,276 44.69 
Vested(3,670)65.36 (241)41.49 — — 
Forfeited(1,372)48.47 (570)56.64 (284)96.45 
Expired— — — — (368)123.01 
Unvested at December 31, 20248,777 $43.12 1,454 $41.31 2,976 $69.58 
______________________
(a)Represents the maximum shares issuable.
The weighted average fair value of RSUs and PSUs granted during the years ended December 31, 2024 and 2023, based on market prices of Match Group’s common stock on the grant date, was $35.78 and $41.25, respectively. The total fair value of RSUs that vested during the years ended December 31, 2024 and 2023 was $239.9 million and $185.0 million, respectively. The total fair value of PSUs that vested during the year ended December 31, 2024 was $10.0 million. No PSUs vested during the year ended December 31, 2023.
There were 1.3 million market-based awards granted during both the years ended December 31, 2024 and 2023. The vesting of the awards granted in 2024 and 2023 are dependent upon the Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite index over various performance periods. No market-based awards vested during the years ended December 31, 2024 and 2023.
Equity Instruments Denominated in Shares of Certain Subsidiaries
The Company has granted stock settled stock appreciation rights and restricted stock units, both denominated in the equity of a certain non-publicly traded subsidiary to employees of the subsidiary. These equity awards vest over a specified period of time. The value of the stock settled stock appreciation rights and restricted stock units are based on the equity value of the subsidiary. The stock settled stock appreciation rights awards only have value to the extent the relevant business appreciates in value above the initial value utilized to determine the exercise price. The fair value of the common stock of the subsidiary is generally determined through a third-party valuation pursuant to the terms of the respective subsidiary equity plan. The stock appreciation rights and restricted stock units are both settled on a net basis, with the award holder entitled to receive a payment in shares of Match Group common stock with a total value equal to the intrinsic value of the award at exercise, less applicable withholding taxes. The number of shares of Match Group common stock ultimately needed to settle these awards may vary significantly from the estimated number below as a result of movements in our stock price and/or a determination of fair value of the relevant subsidiary that differs from our estimate. The expense associated with these equity awards is initially measured at fair value at the grant date and is expensed as stock-based compensation over the vesting term. At December 31, 2024, the number of shares of Match Group common stock that would be required to settle these awards at estimated fair values, including vested and unvested awards, net of an assumed 50% withholding tax, is 2.9 million shares. The withholding taxes, which would be paid by the Company on behalf of the employees at exercise or vesting, required to settle the vested and unvested awards at estimated fair values on December 31, 2024 is $95.3 million assuming a 50% withholding tax rate. The corresponding number of shares and withholding tax amount as of December 31, 2023 were 0.9 million shares and $34.6 million.
Employee Stock Purchase Plan
The Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the "ESPP") was approved by the Company’s shareholders on June 15, 2021. Under the ESPP, eligible employees may purchase the Company’s
common stock at a 15% discount of the lower of the market price of our common stock on the date of commencement of the applicable offering period or on the last day of the applicable six-month purchase period, subject to certain purchase limits.
Under the ESPP, employees purchased 0.3 million shares at a weighted average price per share of $26.38 during the year ended December 31, 2024. At December 31, 2024, there were 2.0 million shares available for future issuance under the ESPP. At December 31, 2024, there is $1.8 million of unrecognized compensation cost, net of estimated forfeitures, related to the ESPP, which is expected to be recognized over a weighted average period of approximately 0.7 years.
Capitalization of Stock-Based Compensation
For the years ended December 31, 2024, 2023 and 2022, $6.6 million, $11.7 million, and $10.6 million, respectively, of stock-based compensation was capitalized related to the development of internal use software.
Modifications of awards
During the years ended December 31, 2023 and 2022, the Company modified certain equity awards and recognized modification charges in continuing operations of $1.8 million and $14.6 million, respectively, impacting fewer than 30 employees in any given year.