SCHEDULE: Grindr Insiders Explore Going Private at $15+ Per Share

Key shareholders, including James Fu Bin Lu and George Raymond Zage III, are exploring a potential going-private transaction for Grindr Inc., with a preliminary debt financing proposal indicating an acquisition price of at least $15 per share.

Summary

• Reporting Persons (James Fu Bin Lu, Longview Capital Group Limited, Longview Grindr Holdings Limited) and Mr. Zage Entities (George Raymond Zage III and his controlled entities) are exploring a 'going private' transaction for Grindr Inc.
• The proposed transaction involves acquiring all outstanding common stock not rolled over by acquiring shareholders.
• The exploration is prompted by a recent decrease in Grindr's common stock price.
• A preliminary and conditional debt financing proposal of up to $1,000,000,000 has been received, with an acquisition price of no less than $15 per share.
• The acquiring group expects to offer holders of 4% or more of outstanding common stock and management the option to participate.
• As of October 13, 2025, the Reporting Persons and Mr. Zage Entities, as a group, collectively own 120,013,445 shares, representing 64.2% of Grindr's common stock.
• James Fu Bin Lu beneficially owns 25,293,322 shares, or approximately 13.7% of the outstanding common stock.
• Longview Grindr sold 1,000,000 shares to Mr. G. Raymond Zage III for $13.15 per share on October 9, 2025.
• Longview Grindr sold 300,000 shares in open market sales for a weighted average price of $11.94 per share on October 10, 2025.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the potential for a significant premium for shareholders if the going-private transaction materializes, with a preliminary offer floor of $15 per share. However, the underlying reason for the exploration is a 'recent decrease in price levels,' and there is no assurance that the transaction will be completed or on what terms, introducing a degree of uncertainty.

Positives

• A potential 'going private' transaction could offer shareholders a liquidity event at a premium to recent trading prices, with a preliminary offer floor of $15 per share.
• The involvement of significant shareholders (64.2% combined ownership) suggests strong internal alignment and potential for successful execution of the transaction.
• The preliminary debt financing proposal of up to $1,000,000,000 indicates a credible path to funding the acquisition.

Negatives

• The exploration of a going-private transaction is explicitly stated to be due to a 'recent decrease in the price levels of the Issuer's Common Stock,' indicating recent underperformance.
• There is no assurance that an offer will be made, a definitive agreement will be entered into, or that the transaction will be consummated, creating uncertainty for shareholders.
• Recent sales by Longview Grindr at $13.15 and $11.94 per share are below the proposed $15 minimum acquisition price, suggesting a lower valuation prior to this announcement.

Risks

• No assurance that the Reporting Persons or Mr. Zage Entities will make an offer, enter into a definitive agreement, or consummate an Acquisition.
• Uncertainty regarding the final terms and conditions of any potential offer, including the price per share.
• The possibility that the Reporting Persons or Mr. Zage Entities may develop alternative plans or take different actions regarding their holdings.
• The transaction is subject to due diligence and other customary conditions, which may not be met.
• Reliance on debt financing introduces financial leverage risks for the acquiring entity.

Future Outlook

The Reporting Persons and Mr. Zage Entities are exploring a potential going-private transaction for Grindr Inc., with a preliminary debt financing proposal of up to $1,000,000,000 at an acquisition price of no less than $15 per share. There is no assurance that an offer will be made or that the transaction will be consummated, and terms remain subject to change.

Management Comments

• Mr. Lu delivered a letter to Grindr's board of directors announcing the intention of the Reporting Persons and the Mr. Zage Entities to file amendments to their respective Schedule 13D filings disclosing their intention to explore consummating an Acquisition.

Industry Context

The exploration of a going-private transaction for Grindr Inc. by a significant shareholder group, prompted by a decrease in stock price, aligns with a broader trend where public companies, particularly those with strong niche market positions but potentially undervalued by public markets, consider private ownership to pursue long-term strategies away from quarterly pressures. This could also reflect a belief by insiders that the company's intrinsic value exceeds its current public market valuation.

Comparison to Industry Standards

• NA

Related Party Transactions

• Longview Grindr sold 1,000,000 shares of Common Stock to Mr. G. Raymond Zage III, a shareholder and board member of Grindr Inc., for $13.15 per share on October 9, 2025. Both Longview Grindr and Mr. Zage III are part of the group exploring the going-private transaction.

Stakeholder Impact

• Shareholders: Potential for a liquidity event at a premium if the going-private transaction is completed, but also uncertainty until a definitive offer is made. Those holding 4% or more may have an option to roll over equity.
• Management: May be offered the option to participate in the acquisition, potentially aligning their interests with the new private ownership.
• Employees: No direct impact mentioned, but a change in ownership could lead to strategic shifts that might affect employees in the long term.

Next Steps

• Reporting Persons and Mr. Zage Entities will continue to engage financial and legal advisors.
• Further due diligence will be conducted.
• Potential negotiation of a definitive agreement for an Acquisition.
• Possible contribution of equity and/or involvement of other equity investors.
• Potential offer to holders of 4% or more of outstanding common stock and management to participate.

Key Dates

Recommendation

The announcement of a potential going-private transaction, with a preliminary offer floor of $15 per share, suggests a potential upside from the recent trading prices. However, the transaction is highly conditional, with no assurance of completion or final terms. Given the uncertainty, a 'hold' recommendation is appropriate for existing shareholders to await further developments, as selling now might forgo a potential premium, while buying involves speculative risk given the non-binding nature of the proposal and the prior stock price decline.

Keywords

Grindr Inc., GRND, Going Private, Leveraged Buyout, Shareholder Group, Beneficial Ownership, SEC Filing, Schedule 13D, Private Equity, M&A, Stock Acquisition, James Fu Bin Lu, George Raymond Zage III