Grindr Inc

Item 1A. Risk Factors

Except as set forth below, theThere have been no material changes from the risk factors previously disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, as supplemented by subsequently filed Quarterly Reports on Form 10-Q.

We have recently qualified as a controlled company within the meaning of the NYSE Rules, and, as a result, we may qualify for exemptions from certain corporate governance requirements.

On or about September 19, 2025, as a result of repurchase activity pursuant to the Companys previously announced stock repurchase program, the Company determined that the beneficial ownership of G. Raymond Zage, III, a member of the Companys Board of Directors (the Board) and the Companys largest stockholder, had surpassed 50% of the Companys outstanding common stock. A Special Committee of the Board, consisting entirely of independent and disinterested directors, had previously evaluated the impact of repurchases by the Company under the repurchase program and determined that the continuation of the repurchases, including repurchases that would result in Mr. Zage beneficially owning more than 50% of the outstanding shares of the Company's common stock, was advisable, fair to, and in the best interests of the Company and its stockholders other than Mr. Zage and his affiliates. Due to Mr. Zages control of a majority of the voting power of our outstanding common stock, we are considered to be a controlled company within the meaning of the New York Stock Exchange (NYSE) corporate governance standards. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that:

we have a board that includes a majority of independent directors, as defined under the rules of the NYSE;

we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committees purpose and responsibilities; and

we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committees purpose and responsibilities.

We do not intend to utilize these exemptions at this time. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

As a result of the recent decline in our stock price, James Fu Bin Lu and the lender under his financing agreement have recently sold shares beneficially owned by Mr. Lu to enable Mr. Lu to regain compliance with covenants under his loan agreement. Future sales of our common stock by Mr. Lu, including sales by lenders in connection with his share pledge arrangement, could cause the market price for our securities to decline.

James Fu Bin Lu, one of our largest stockholders who owns approximately 12.8% of our issued and outstanding common stock as of October 24, 2025, has pledged 23,233,867 shares of our common stock beneficially owned by him (the

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Lu Pledged Securities) to a lender in connection with a financing arrangement with Longview Grindr Holdings Limited, an entity affiliated with Mr. Lu (Longview and such loan, the Longview Loan).

Following notice by the lender of the Longview Loan that Longview was no longer in compliance with the loan-to-value covenant due to recent declines in the Companys stock price, Longview sold 1,000,000 shares of common stock to Mr. Zage and the lender under the Longview Loan sold 1,700,000 previously pledged securities in open market transactions. Mr. Lu has informed the Company that Longview has regained compliance with the loan-to-value covenant in the Longview Loan.

The trading price of our common stock has also been highly volatile recently. See The price of our common stock has been and may continue to be subject to volatility. If our stock price experiences future declines causing Longview not to meet the loan-to-value requirements under its financing arrangement, the lender could again exercise its rights to sell some or all of the Lu Pledged Securities. Additional sales by Mr. Lu or the lender under the Longview Loan, or the perception that he or the lender may sell, could have the effect of increasing the volatility in our share price or could cause the market price of our securities to drop significantly. See Risk Factors Future sales of our common stock or the perception of such sales, in particular by our directors, officers, and significant stockholders, could cause the market price for our securities to decline. Resales of significant volumes of our securities may cause the market price of our securities to drop significantly, even if our business is doing well. included under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024.

Our two largest stockholders, G. Raymond Zage, III and James Fu Bin Lu recently submitted a non-binding proposal to our Board of Directors to acquire all of the outstanding shares of the Company's common stock for $18.00 per share. Uncertainty regarding a potential going-private transaction could create significant uncertainty to our business, including disruption to our management and employees, and contribute to volatility in our stock price.

On October 24, 2025, Mr. Zage, a member of our Board, and Mr. Lu, the former Chairperson of our Board (the Proposing Shareholders), who collectively beneficially own more than 60% of our outstanding common stock as of October 24, 2025, submitted a non-binding proposal to our Board to acquire all of the outstanding shares of the Company's common stock (a Going Private Transaction) for $18.00 per share. The Board has established a special committee comprised of disinterested and independent directors in response to interest expressed by the Proposing Shareholders in exploring the Going Private Transaction. Any potential Going Private Transaction may be subject to numerous conditions, including financing availability and regulatory approvals.

We may incur significant costs in connection with the evaluation of, and response to, any proposal regarding a Going Private Transaction. The potential of a Going Private Transaction may also divert the attention of management and employees from the ongoing operation of our business and may impact employee morale and retention, all of which could impair our ability to execute our strategic plans, meet operational objectives, and respond to competitive pressures. Our users may also react negatively to a Going Private Transaction, including any related negative publicity regarding the Company. Further, the possibility of a Going Private Transaction may contribute to continued or increased volatility in our stock price.

The price of our common stock has been and may continue to be subject to volatility.

The trading price of our common stock has been highly volatile recently. Since June 2, 2025, our common stock has experienced an intra-day trading high of $25.13 per share and a low of $11.73. Our common stock has been and may in the future be traded by short sellers, which may put pressure on the supply and demand for our common stock, further influencing volatility in our market price. The technology industry and the stock market as a whole have, from time to time, experienced extreme stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to these companies operating performance. Our common stock may also be affected by limited trading volumes, which could adversely impact the price of our common stock. Price volatility may cause the average price at which we repurchase our stock in a given period to exceed the stocks trading price at a given point in time. We cannot predict the actions of market participants and, therefore, can offer no assurances about the stability of the market for our common stock, which could have a material adverse impact on investor confidence, employee retention, and the value of our common stock.5.