Grindr Inc [GRND]
Catalyst Criteria type: MEASURED. Dated events that would confirm or refute the Valuation Criteria implied path.
Rule applied: never fabricate a date. Every entry is either sourced from a filing, or explicitly marked NOT ANNOUNCED / ESTIMATED with the basis stated.
| Date | Event | Source | Relevance |
|---|---|---|---|
| 2022-11-18 | De-SPAC completed — merger with Tiga Acquisition Corp, accounted for as a reverse recapitalisation | Restated Certificate of Incorporation dated 2022-11-18; StockIssuedDuringPeriodSharesNewIssues 10,000,000 at 2022-11-18 |
The regime break. All own-multiple history is measured from after this date; SPAC-trust-era prices are excluded. |
| 2023-11-28 | 2023 Credit Agreement entered — $300m term loan + $50m revolver, Grindr Capital LLC borrower, JPMorgan agent | 10-Q Note 4 | Start of the levered capital structure. |
| 2025-01-23 | Notice to redeem all outstanding warrants (18,560,000 private placement · 13,799,825 public · 2,500,000 forward purchase · 2,500,000 backstop) | 10-Q, "Redemption of Warrants" | 27,315,105 warrants exercised before the 2025-02-24 deadline; 30,733,623 shares issued in Q1'25, $168,467k cash to the company. Cleared the SPAC warrant overhang. |
| 2025-02-24 | Warrant redemption deadline | same | |
| Q1 2025 | 8,268,937 shares repurchased on the open market at $17.07 average, $141,139k | 10-Q Note 11 | First buyback. Compare to today's $16.62. |
| 2025-09-19 | Zage crosses >50%; Grindr becomes a "controlled company" under NYSE standards | 10-Q, "Governance" | The structural change. First appearance of "controlled company" in the filings. |
| 2025-12-16 | Credit Agreement amended — term loan +$100m to $400m, revolver +$150m to $200m, LC sublimit +$30m to $45m, maturity extended from 2028-11-28 to 2031-01-01. Full amended term loan drawn the same day. | 10-Q Note 4 | Funded the Q4'25 / Q1'26 buyback. Debt went $279.9m → $395.9m in one quarter. |
| 2026-02-26 | Cooperation Agreement with G. Raymond Zage, III. Standstill: not to "effect, seek, or participate in any going private or similar transaction … unless invited by the Board, for a period of 18 months". Any invited proposal conditioned on approval by a majority of disinterested stockholders. | 8-K filed 2026-02-26, Item 1.01, Ex. 10.1 | The most consequential dated item in the file. See expiry below. |
| 2026-03-02 | FY2025 Form 10-K filed | 10-K, period 2025-12-31 | FY2025 revenue $439.898m; buybacks $450.506m. |
| 2026-05-07 | Q1'26 results; FY2026 guidance RAISED to revenue at least $535m and adjusted EBITDA at least $227m. Revenue +38.3%, adj. EBITDA margin 45.0%. | 8-K filed 2026-05-07, Ex. 99.1 + Shareholder Letter | The forward number that replaces the screen's trailing 31.1% CAGR. |
| 2026-05-08 | Q1'26 Form 10-Q filed | 10-Q, period 2026-03-31 | Source of the net-cash correction, the ASR/FRT detail and the equity balance. |
| 2026-06-02 | 2026 Annual Meeting. Stockholders approved the A&R 2022 Equity Incentive Plan, increasing the share reserve by 11,600,000 shares (6.5% of the current count); added a stockholder-approval requirement for option repricing. | 8-K filed 2026-06-04 and 2026-06-05, Item 5.02 | Re-dilution running against the buyback. |
| 2026-06-19 | Compensation Committee raised CFO John North's base salary from $175,000 to $275,000, effective 2026-10-01 (his one-year anniversary) | 8-K filed 2026-06-25, Item 5.02 | CFO joined 2025-10-01 — a new CFO through the entire levered-buyback period. |
| Date | Event | Source | Why it matters |
|---|---|---|---|
| No later than Q3 2026 | Accelerated Share Repurchase final settlement. $50,000k notional; 3,439,381 shares already retired at an $11.63 inception price (80% of notional). Final share count set by VWAP over the term, less an agreed discount. | 10-Q Note 11 | Determines the final share count and therefore per-share value. |
| No later than Q3 2026 | Forward Repurchase Transactions final settlement. $49,925k paid; 3,265,846 shares already retired (80% of notional). Subject to upper and lower price thresholds that limit the range of shares deliverable, with the embedded settlement features bifurcated as a derivative because they are not indexed to Grindr's own stock under ASC 815-40. | 10-Q Note 11 | The one place where a share-price move has a direct, asymmetric and non-obvious P&L consequence. Invalidation trigger 7. |
| Annually, Q4 | Goodwill impairment test. "Impairment is assessed annually in the fourth quarter or more frequently if an event occurs…" | 10-Q, Nonrecurring Fair Value Measurements | $275,703k of goodwill against $839k of book equity. Any impairment takes book equity negative. Invalidation trigger 5. |
| ~2027-08-26 | Cooperation Agreement standstill EXPIRES — 18 months from 2026-02-26. | 8-K 2026-02-26 | After this date a >50% holder is free to propose a going-private transaction. Sits ~1 month beyond this memo's 12-month horizon, and both floors and caps the outcome. |
| 2031-01-01 | Amended Term Loan and Revolving Facility maturity | 10-Q Note 4 | No refinancing wall inside any relevant horizon. |
| Event | Evidence | Date |
|---|---|---|
| Edge — global rollout of the new gAI-based premium tier | Q1'26 Shareholder Letter: "Driving toward the global rollout of Edge … is a major product and marketing focus this year… we expect that Edge will command a significant premium to our current subscription offerings and anticipate that it should be our largest driver of revenue growth in 2027." | "This year" (2026). No launch date, no price point, no attach-rate target disclosed. Revenue impact is explicitly placed in 2027, not 2026. Nothing is modelled for it. |
| Right Now — Discrete Profile | Shareholder Letter: lets users "appear in Right Now without directly linking that presence to their everyday profile" | No date. |
| Maps expansion · Health Center launch · gAI deployment · platform rearchitecture | Shareholder Letter, 2026 roadmap | No dates. Note: "Maps" and "Health Center" appear ZERO times across all nine filed 10-Q/10-Ks (GRND_Research.md §7). They exist in the shareholder letter and nowhere in the liability-bearing disclosure. |
| Event | Status | Basis for the estimate |
|---|---|---|
| Q2'26 results | NOT ANNOUNCED as of 2026-07-28 | Prior-year analogues: Q2'25 released 2025-08-07, 10-Q filed 2025-08-08. Pattern suggests early August 2026, but Grindr has published no date and none is placed here as fact. |
| Q3'26 results | NOT ANNOUNCED | Prior-year analogue: 2025-11-06. This is where the ASR and FRT final settlements should first appear. |
| FY2026 results + FY2027 initial guidance | NOT ANNOUNCED | Prior-year analogue: 2026-02-26 / 2026-03-02. Invalidation trigger 3. |
LOGGED — genuinely dense, and unusually so for the wrong reasons. Grindr has five forward-dated, filing-sourced catalysts, which is more than most names in this book carry. But four of the five are capital-structure events (ASR settlement, FRT settlement, goodwill test, standstill expiry) and only one product event is named — with its revenue impact placed in 2027 and no date attached.
That distribution is itself the finding, and it agrees exactly with the mention-frequency series: the dated, committed, consequential things happening at Grindr over the next twelve months are about who owns the shares and how they were paid for, not about the product.
The specific things to watch at the next print: advertising revenue growth (invalidation trigger 1), Average Paying Users growth (trigger 2), and the ASR/FRT final share counts.