SCHEDULE: Grindr Insiders Withdraw Buyout Proposal, Sell Shares

James Fu Bin Lu and Longview entities have withdrawn their proposal to acquire Grindr Inc., ceasing all related discussions, and have sold a significant number of shares.

Summary

• James Fu Bin Lu, Longview Capital Group Limited, and Longview Grindr Holdings Limited (the "Reporting Persons") have withdrawn their proposal to acquire Grindr Inc. (the "Issuer").
• The Reporting Persons informed the special committee of Grindr's board of directors on November 26, 2025, that they would not proceed with the proposal and were terminating all discussions.
• As of November 26, 2025, the Reporting Persons beneficially own an aggregate of 22,398,752 shares of Grindr Common Stock.
• This ownership represents 12.1% of the 184,734,121 shares of Common Stock outstanding as of November 3, 2025.
• Mr. Lu, as the sole equityholder in Longview, which is the sole equityholder in Longview Grindr, holds sole voting and dispositive power over these shares.
• The Reporting Persons disposed of 1,599,950 shares of Grindr Common Stock through sales between November 11, 2025, and November 18, 2025, at weighted average prices ranging from $13.65 to $14.99 per share.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the withdrawal of a potential acquisition proposal and significant insider share sales, which typically signal a lack of confidence or a negative outlook from key stakeholders.

Negatives

• The withdrawal of a potential acquisition proposal by significant shareholders may indicate a lack of confidence in the company's valuation or future prospects, or an inability to agree on terms.
• Significant share sales by reporting persons (insiders) totaling 1,599,950 shares over a short period could be perceived negatively by the market, suggesting a lack of conviction or a desire to reduce exposure.

Future Outlook

The withdrawal of the acquisition proposal by Mr. Zage and Mr. Lu means that this specific potential transaction will not proceed, removing a potential catalyst for the company's stock price related to a change of control.

Management Comments

• Mr. Zage and Mr. Lu determined not to proceed with the Proposal.
• They are terminating any further discussions with the special committee and the Issuer regarding the Proposal.
• The Proposal is withdrawn with immediate effect.

Industry Context

This filing is specific to Grindr Inc. and its major shareholders. The withdrawal of a potential acquisition proposal by significant insiders, coupled with share sales, could signal internal disagreements or a reassessment of strategic options, which may differ from broader industry trends in the dating app sector.

Related Party Transactions

• The acquisition proposal was made by Mr. Zage and Mr. Lu, who are associated with the Reporting Persons (James Fu Bin Lu, Longview Capital Group Limited, and Longview Grindr Holdings Limited), making it a related party transaction.
• The share sales were conducted by the Reporting Persons, who are significant shareholders and related parties to the Issuer.

Stakeholder Impact

• Shareholders: The withdrawal of a potential acquisition proposal removes a possible liquidity event or premium for their shares. Insider selling may also put downward pressure on the stock price.
• Management: The withdrawal could indicate a failure to reach an agreement on strategic direction or valuation, potentially impacting morale or future strategic planning.

Key Dates

Recommendation

The withdrawal of a potential acquisition proposal by significant insiders, combined with substantial insider selling, suggests a negative outlook from key stakeholders. This action removes a potential catalyst for share price appreciation and indicates a lack of confidence, warranting a 'sell' recommendation for investors to mitigate potential downside risk.

Keywords

Grindr Inc., Schedule 13D, beneficial ownership, share sales, proposal withdrawal, insider selling, corporate governance