Bumble Inc 10-Q for FY2026 Q3
Bumble Inc. (BMBL)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
Bumble Inc filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Bumble Inc. agreed on October 12, 2026 to an all-cash acquisition by Ithaca Holdco, Inc. valued at approximately $1.3 billion, with eligible Class A holders receiving $6.05 per share. Completion remains subject to customary closing conditions, including regulatory approvals. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $207.09M
- down 15.9% from $246.16M a year earlier
- Net income
- $27.25M
- down 27.0% from net income of $37.34M a year earlier
- Diluted EPS
- $0.20
- down 39.4% from $0.33 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________
FORM 10-Q
_______________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from __________ to __________
Commission File Number: 001-40054
(Exact Name of Registrant as Specified in its Charter)
_______________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (512 ) 696-1409
_______________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | x | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 31, 2026, Bumble Inc. had 154,857,999 shares of Class A common stock, par value $0.01 per share, outstanding and 16 shares of Class B common stock, par value $0.01 per share, outstanding.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, or this Quarterly Report, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current views of management of Bumble Inc. with respect to, among other things, its operations, its financial performance, its industry and its business, including without limitation statements related to its strategic plans and initiatives (including its marketing approach, innovation and operationalization of AI across product, technology and its other investments). Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipate(s),” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the following:
•risks relating to the Merger (as defined in Part II, “Item 1A—Risk Factors” of this Quarterly Report)
•our ability to retain existing members or attract new members and to convert members to paying users (including as a result of shifts in strategy)
•competition and changes in the competitive landscape of our market
•our ability to distribute our dating products through third parties, such as Apple App Store or Google Play Store, and offset related fees
•our ability to attract, hire and retain a highly qualified and diverse workforce, or maintain our corporate culture, including as such factors may be impacted by our global workforce reductions and efforts to restructure our operations
•our ability to maintain the value and reputation of our brands
•risks relating to changes to our existing brands and products, or the introduction or acquisition of new brands or products
•risks relating to certain of our international operations, including geopolitical conditions and successful expansion into new markets
•the impact of data security breaches or cyber attacks on our systems and the costs of remediation related to any such incidents
•challenges with properly managing the use of artificial intelligence, including risks from utilizing AI technology licensed from third parties
•our ability to obtain, maintain, protect and enforce intellectual property rights and successfully defend against claims of infringement, misappropriation or other violations of third-party intellectual property
•our ability to comply with complex and evolving U.S. and international laws and regulations relating to our business, including data privacy laws
•our substantial indebtedness
•control of us by Blackstone and our Founder (each, as defined below)
•the outsized voting rights of Blackstone and our Founder
•the risk that our restructuring efforts may not generate their intended benefits to the extent or as quickly as anticipated
•risks relating to the market price volatility of our Class A common stock, which could limit our ability to make acquisitions and retain key personnel and employees, and result in dilution if our stock-based compensation programs issue increased numbers of shares because of a depressed stock price or could result in increased cash compensation expense in the event that we shift the mix of incentive compensation in favor of cash-based awards over equity-based awards
•changes in business or macroeconomic conditions, including the impact of lower consumer confidence in our business or in the online dating industry generally, recessionary conditions, increased unemployment rates, stagnant or declining wages, changes in inflation or interest rates, geopolitical events (such as trade wars), political unrest, armed conflicts, including conflicts in Eastern Europe and the Middle East, widespread health emergencies or pandemics and measures taken in response, extreme weather events or natural disasters
•foreign currency exchange rate fluctuations
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For more information regarding these and other risks and uncertainties that we face, see Part I, “Item 1A—Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”) and Part II, “Item 1A—Risk Factors” of this Quarterly Report. These factors should not be construed as exhaustive and we caution you that the important factors referenced above may not contain all of the factors that are important to you. Bumble Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.
Website and Social Media Disclosure
We use our websites (www.bumble.com and ir.bumble.com) and at times our corporate Instagram account (@bumble), X account (@bumble) and LinkedIn (www.linkedin.com/company/bumble) to distribute company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, Securities and Exchange Commission (the "SEC") filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Bumble when you enroll your e-mail address by visiting the “E-mail Alerts” section of our website at ir.bumble.com. The contents of our website and social media channels are not, however, a part of this Quarterly Report on Form 10-Q.
Certain Definitions
As used in this Quarterly Report, unless otherwise noted or the context requires otherwise, the following terms have the following meanings. Our key metrics (Bumble App Paying Users, Badoo App and Other Paying Users, Total Paying Users, Bumble App Average Revenue per Paying User, Badoo App and Other Average Revenue per Paying User, and Total Average Revenue per Paying User) were calculated excluding paying users of and revenue generated from Official, advertising and partnerships or affiliates. The Bumble For Friends app was relaunched as BFF in the United States in September 2025. The Company has not sought to generate revenue from the BFF app and therefore it is excluded from our key operating metrics as of September 30, 2026.
•“Badoo App and Other Average Revenue per Paying User” or “Badoo App and Other ARPPU” is a metric calculated based on Badoo App and Other Revenue in any measurement period divided by Badoo App and Other Paying Users in such period divided by the number of months in the period.
•a “Badoo App and Other Paying User” is a member that has purchased or renewed a subscription plan and/or made an in-app purchase on Badoo app in a given month or made a purchase on one of our other apps that we owned and operated in a given month, or made a purchase on other third-party apps that used our technology in the relevant period. We calculate Badoo App and Other Paying Users as a monthly average, by counting the number of Badoo App and Other Paying Users in each month and then dividing by the number of months in the relevant measurement period.
•“Badoo App and Other Revenue” is revenue derived from purchases or renewals of a Badoo app subscription plan and/or in-app purchases on Badoo app in the relevant period, purchases on one of our other apps that we owned and operated in the relevant period, purchases on other third-party apps that used our technology in the relevant period and advertising, partnerships or affiliates revenue in the relevant period.
•“Blackstone” or “our Sponsor” refer to investment funds associated with Blackstone Inc.
•“Board of Directors” or “Board” refers to the board of directors of Bumble Inc.
•“Bumble,” the “Company,” “we,” “us” and “our” refer to Bumble Inc. and its consolidated subsidiaries.
•“Bumble App Average Revenue per Paying User” or “Bumble App ARPPU” is a metric calculated based on Bumble App Revenue in any measurement period, divided by Bumble App Paying Users in such period divided by the number of months in the period.
•a “Bumble App Paying User” is a member that has purchased or renewed a Bumble app or Bumble For Friends app subscription plan and/or made an in-app purchase on Bumble app or Bumble For Friends app in a given month. We calculate Bumble App Paying Users as a monthly average, by counting the number of Bumble App Paying Users in each month and then dividing by the number of months in the relevant measurement period.
•“Bumble App Revenue” is revenue derived from purchases or renewals of a Bumble app or Bumble For Friends app subscription plan and/or in-app purchases on Bumble app or Bumble For Friends app in the relevant period.
•“Bumble Holdings” refers to Buzz Holdings L.P., a Delaware limited partnership.
•“Class B Units” refers to the interests in Bumble Holdings called “Class B Units,” including the Class B units held by Buzz Management Aggregator L.P., that were outstanding prior to the Reclassification.
•“Common Units” refers to the new class of units of Bumble Holdings created by the Reclassification and does not include Incentive Units.
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•“Continuing Incentive Unitholders” refers to certain pre-IPO holders of Class B Units who hold Incentive Units following the consummation of the Reorganization Transactions and the Offering Transactions.
•“Founder” refers to Whitney Wolfe Herd, the founder of Bumble app and our Chief Executive Officer, together with entities beneficially owned by her.
•“Fruitz” refers to Flashgap SAS, which operated the Fruitz app until it was sold to a third party in July 2025.
•“Incentive Units” refers to the class of units of Bumble Holdings created by the reclassification of the Class B Units in the Reclassification. The Incentive Units are “profit interests” having economic characteristics similar to stock appreciation rights and having the right to share in any equity value of Bumble Holdings above specified participation thresholds. Vested Incentive Units may be converted to Common Units and be subsequently exchanged for shares of Class A common stock.
•“IPO” refers to the initial public offering of Class A common stock, which was completed on February 16, 2021.
•“Member” refers to a user ID, a unique identifier assigned during registration.
•“Offering Transactions” refers to the offering of Class A common stock in the IPO and certain related transactions.
•“Official” refers to Newel Corporation, which operated the Official app until it was shut down in May 2025.
•“Pre-IPO owners” refer to our Founder, our Sponsor, an affiliate of Accel Partners LP and management and other equity holders who were the owners of Bumble Holdings immediately prior to the Offering Transactions.
•“Principal Stockholders” refer to our Founder and affiliates of Blackstone, collectively.
•“Reclassification” refers to the reclassification of the limited partnership interests of Bumble Holdings in connection with the IPO pursuant to which certain outstanding Class A units were reclassified into a new class of limited partnership interests that we refer to as “Common Units” and certain outstanding Class B Units were reclassified into a new class of limited partnership interests that we refer to as “Incentive Units.”
•“Reorganization Transactions” refer to certain transactions that occurred prior to the completion of the IPO which were accounted for as a reorganization of entities under common control.
•“Sponsor Acquisition” refers to the acquisition on January 29, 2020 by our Sponsor of a majority stake in Worldwide Vision Limited and certain transactions related thereto.
•“Tax Receivable Agreement” refers to the tax receivable agreement, dated as of February 10, 2021, by and among the Company, the affiliates of the Principal Stockholders and the other TRA Parties (as defined in the Tax Receivable Agreement) signatory thereto, that was originally entered into in connection with the IPO and the Reorganization Transactions. In November 2025, the Tax Receivable Agreement was amended to provide for one-time settlement payments as consideration for the complete and full termination of the Company's payment obligations under the agreement.
•“Total Average Revenue per Paying User” or “Total ARPPU” is a metric calculated based on Total Revenue in any measurement period divided by the Total Paying Users in such period divided by the number of months in the period.
•“Total Paying Users” is the sum of Bumble App Paying Users and Badoo App and Other Paying Users.
•“Total Revenue” is the sum of Bumble App Revenue and Badoo App and Other Revenue.
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Table of Contents
| Page | ||||||||
4
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
Bumble Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share information)
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable (net of allowance of $ | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Right-of-use assets | |||||||||||
Property and equipment (net of accumulated depreciation of $ | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets, net | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Deferred revenue | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current portion of long-term debt, net | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Deferred tax liabilities, net | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 13) | |||||||||||
| Shareholders’ equity: | |||||||||||
Class A common stock (par value $ | |||||||||||
Class B common stock (par value $ | |||||||||||
Preferred stock (par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total Bumble Inc. shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Bumble Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share information)
(Unaudited)
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Selling and marketing expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Product development expense | |||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| Impairment charge | |||||||||||||||||||||||
| Total operating costs and expenses | |||||||||||||||||||||||
| Operating earnings (loss) | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Income tax provision | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings (loss) | ( | ( | |||||||||||||||||||||
| Net earnings (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net earnings (loss) attributable to Bumble Inc. shareholders | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Net earnings (loss) per share attributable to Bumble Inc. shareholders | |||||||||||||||||||||||
| Basic earnings (loss) per share | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | $ | ( | $ | ( | |||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
Bumble Inc.
Condensed Consolidated Statements of Comprehensive Operations
(In thousands)
(Unaudited)
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Net earnings (loss) | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
Change in fair value of cash flow hedges | ( | ( | ( | ( | |||||||||||||||||||
| Change in foreign currency translation adjustment | ( | ( | |||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) attributable to Bumble Inc. shareholders | $ | $ | $ | ( | $ | ( | |||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
Bumble Inc.
Condensed Consolidated Statements of Changes in Equity
Three Months Ended September 30, 2026
(In thousands, except per share amounts)
(Unaudited)
| Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Bumble Inc. Shareholders' Equity | Noncontrolling Interests | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Change in ownership interest in subsidiary | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units issued, net of shares withheld for taxes | — | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
Bumble Inc.
Condensed Consolidated Statements of Changes in Equity
Three Months Ended September 30, 2025
(In thousands, except per share amounts)
(Unaudited)
| Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Bumble Inc. Shareholders' Equity | Noncontrolling Interests | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Impact of Tax Receivable Agreement due to exchanges of Common Units | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units issued, net of shares withheld for taxes | — | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interest in subsidiary | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of Common Units for Class A common stock | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
9
Bumble Inc.
Condensed Consolidated Statements of Changes in Equity
Nine Months Ended September 30, 2026
(In thousands, except per share amounts)
(Unaudited)
| Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Bumble Inc. Shareholders' Equity | Noncontrolling Interests | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in ownership interest in subsidiary | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units issued, net of shares withheld for taxes | — | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Partnership tax and other distributions | — | — | — | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10
Bumble Inc.
Condensed Consolidated Statements of Changes in Equity
Nine Months Ended September 30, 2025
(In thousands, except per share amounts)
(Unaudited)
| Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Bumble Inc. Shareholders' Equity | Noncontrolling Interests | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in ownership interest in subsidiary | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Impact of Tax Receivable Agreement due to exchanges of Common Units | — | — | — | — | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of restricted shares | ( | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units issued, net of shares withheld for taxes | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of Common Units for Class A common stock | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common stock | — | — | — | — | ( | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Partnership tax and other distributions | — | — | — | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | ( | ( | ( | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
11
Bumble Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities | |||||||||||||||||||||||
| Impairment charge | |||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| Changes in fair value of interest rate swaps | ( | ||||||||||||||||||||||
| Amortization of debt discount and issuance costs | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Non-cash lease expense | |||||||||||||||||||||||
| Deferred income tax | |||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Net foreign exchange difference | ( | ||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Changes in assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable | |||||||||||||||||||||||
| Other current assets | ( | ||||||||||||||||||||||
| Accounts payable | ( | ( | |||||||||||||||||||||
| Deferred revenue | ( | ( | |||||||||||||||||||||
| Lease liabilities | ( | ( | |||||||||||||||||||||
| Accrued expenses and other current liabilities | |||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||||||||
| Capital expenditures | ( | ( | |||||||||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||||||||
| Proceeds from term loan, net | |||||||||||||||||||||||
| Repayment of term loans | ( | ( | |||||||||||||||||||||
| Payment of debt issuance costs | ( | ||||||||||||||||||||||
| Distributions paid to noncontrolling interest holders | ( | ( | |||||||||||||||||||||
| Share repurchases | ( | ||||||||||||||||||||||
| Withholding tax paid on behalf of employees on stock-based awards | ( | ( | |||||||||||||||||||||
| Payments on tax receivable agreement | ( | ||||||||||||||||||||||
| Net cash used in financing activities | ( | ( | |||||||||||||||||||||
| Effects of exchange rate changes on cash and cash equivalents | |||||||||||||||||||||||
| Net increase in cash and cash equivalents and restricted cash | |||||||||||||||||||||||
| Cash and cash equivalents and restricted cash, beginning of the period | |||||||||||||||||||||||
| Cash and cash equivalents and restricted cash, end of the period | |||||||||||||||||||||||
| Less restricted cash | ( | ( | |||||||||||||||||||||
| Cash and cash equivalents, end of the period | $ | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
12
Bumble Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 - Organization and Basis of Presentation
Company Overview
Bumble Inc.’s main operations are providing online dating and social networking applications through subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble Inc. provides these services through websites and applications that it owns and operates. Bumble Inc. (the “Company” or “Bumble”) was incorporated as a Delaware corporation on October 5, 2020 for the purpose of facilitating an initial public offering (“IPO”) and other related transactions in order to operate the business of Buzz Holdings L.P. (“Bumble Holdings”) and its subsidiaries.
Prior to the IPO and the Reorganization Transactions, Bumble Holdings, a Delaware limited partnership, was formed primarily as a vehicle to finance the acquisition (the “Sponsor Acquisition”) of a majority stake in Worldwide Vision Limited by a group of investment funds managed by Blackstone Inc. (“Blackstone” or our “Sponsor”). As Bumble Holdings did not have any previous operations, Worldwide Vision Limited, a Bermuda exempted limited company, is viewed as the predecessor to Bumble Holdings and its consolidated subsidiaries.
On February 16, 2021, the Company completed its IPO and used the proceeds from the issuance to redeem shares of Class A common stock and purchase limited partnership interests of Bumble Holdings (“Common Units”) from entities affiliated with our Sponsor.
In connection with the IPO, the organizational structure was converted to an umbrella partnership-C-Corporation with Bumble Inc. becoming the general partner of Bumble Holdings. The Reorganization Transactions were accounted for as a transaction between entities under common control. As the general partner, Bumble Inc. operates and controls all of the business and affairs, and through Bumble Holdings and its subsidiaries, conducts the business. Bumble Inc. consolidates Bumble Holdings in its consolidated financial statements and reports a noncontrolling interest related to the Common Units held by the pre-IPO owners that hold Common Units following the Reclassification and the incentive units held by the Continuing Incentive Unitholders in the consolidated financial statements.
Assuming the exchange of all outstanding Common Units for shares of Class A common stock on a one -for-one basis under the exchange agreement entered into by holders of Common Units, there would be 154,105,507 shares of Class A common stock outstanding (which does not reflect any shares of Class A common stock issuable in exchange for as-converted Incentive Units or upon settlement of certain other interests) as of September 30, 2026.
All references to the “Company", “we", “our” or “us” in this report are to Bumble Inc.
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted. These financial statements have been prepared on the same basis as our annual consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments, which are necessary for the fair presentation of our financial information. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the 2025 Form 10-K. Interim results are not necessarily indicative of the results for the full year ended December 31, 2026, or any other future period.
A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheets and the presentation of net earnings (loss) is modified to present earnings and other comprehensive income (loss) attributed to controlling and noncontrolling interests. The Company’s noncontrolling interest represents substantive profit-sharing arrangements and profit and losses are attributable to controlling and noncontrolling interests using an attribution method.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
13
Note 2 - Summary of Selected Significant Accounting Policies
Included below are selected significant accounting policies including those that were added or modified during the nine months ended September 30, 2026 as a result of new transactions entered into or the adoption of new accounting policies. See Note 2, Summary of Selected Significant Accounting Policies, within the annual consolidated financial statements in our 2025 Form 10-K for the full list of our significant accounting policies.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses. The Company’s significant estimates relate to asset impairments, potential obligations associated with legal contingencies, stock-based compensation, tax receivable agreements, and income taxes.
These estimates are based on management’s best estimates and judgment. Actual results may differ from these estimates. Estimates, judgments and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions, judgments and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash in banks, cash on hand, cash in electronic money accounts, overnight deposits and investments in money market funds.
As of September 30, 2026 and December 31, 2025, the Company has classified its cash held in Russia as restricted cash due to the sanctions imposed by the Russia-Ukraine Conflict, which is included in “Other noncurrent assets” within the accompanying unaudited condensed consolidated balance sheets.
Goodwill
Goodwill represents the excess of the purchase price of an acquired business over the fair value of net assets acquired. The Company tests for goodwill impairment annually as of October 1 or more frequently when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
During each annual impairment test, the Company has the option to first assess qualitatively whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative assessment includes, but is not limited to: (i) deterioration in macroeconomic conditions or changes in market competitiveness; (ii) significant changes in cash flows and cost factors; (iii) changes in planned use of the assets; (iv) a significant decline in the Company’s stock price for a sustained period; and (v) a significant change in the Company’s market capitalization relative to its net book value.
As a result of the qualitative assessment, if the Company determines that it is more likely than not (i.e., greater than 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, it will perform a quantitative test by estimating the fair value of the reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company records a goodwill impairment charge equal to the excess of the carrying value of the reporting unit over its fair value, not to exceed the carrying amount of goodwill.
Alternatively, the Company is permitted to bypass the qualitative assessment and proceed directly to performing the quantitative assessment.
The Company considers both the income and market approaches to estimate the fair value of a reporting unit. The income approach utilizes a discounted cash flow analysis. The market approach utilizes comparable public company information and key valuation multiples and considers a market control premium and guideline transactions, when applicable. The estimated fair value of a reporting unit is highly sensitive to changes in management’s estimates and assumptions including, but not limited to, the Company's forecasted financial results, the revenue growth rate, discount rate and valuation multiples. Additionally, adverse macroeconomic factors, including but not limited to, slower economic growth, a higher cost of borrowing, inflationary pressures, and fluctuations in foreign currency exchange rates, may impact the estimated fair value of a reporting unit.
See Note 4, Goodwill and Intangible Assets, Net, for additional information on goodwill impairment charges recorded in 2026 and 2025.
14
Indefinite-lived Intangible Assets
The Company tests intangible assets that are not amortized (i.e., indefinite-lived brands) for impairment at the asset level. Indefinite-lived intangible assets are tested for impairment annually as of October 1 or more frequently if certain circumstances indicate a possible impairment may exist. The Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less than its carrying value. If the Company determines that it is more likely than not that the intangible asset is impaired, it performs a quantitative assessment by comparing the fair value of the asset with its carrying amount. If the fair value, which is based on expected future cash flows, exceeds the carrying value, the asset is not considered impaired. If the carrying amount exceeds the fair value, an impairment charge would be recognized in an amount equal to the excess of the carrying amount of the asset over the fair value of the asset.
See Note 4, Goodwill and Intangible Assets, Net, for additional information on indefinite-lived intangible asset impairment charges recorded in 2026 and 2025.
Long-lived Assets and Definite-lived Intangible Assets
Held and used long-lived assets, which primarily consist of property and equipment and right-of-use assets, and definite-lived intangible assets, which primarily consist of developed technology and definite-lived brands, are reviewed for impairment whenever events or circumstances indicate that the carrying value of such assets or asset group may not be recoverable. An asset group is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The carrying value of such assets or asset groups is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. If the carrying value is deemed not to be recoverable, an impairment charge is recorded equal to the amount by which the carrying value of the assets or asset group exceeds its fair value. The remaining estimated useful lives of long-lived assets and definite-lived intangible assets are routinely reviewed and, if the estimate is revised, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.
See Note 4, Goodwill and Intangible Assets, Net, for additional information on intangible and long-lived asset impairment charges recorded in 2026 and 2025.
Share Repurchase Program
Shares repurchased pursuant to the Company's share repurchase program are held as treasury stock until retirement and reflected as a reduction of stockholders' equity within the accompanying unaudited condensed consolidated balance sheets. Upon retirement, the share repurchases will reduce Class A common stock based on the par value of the shares and reduce its capital surplus for the excess of the repurchase price over the par value. In the event the Company still has an accumulated deficit balance, the excess over the par value will be applied to “Additional paid-in capital.” Once the Company has retained earnings, the excess will be charged entirely to retained earnings.
Direct costs and excise tax obligations will be included in the cost of the repurchased shares in the Company’s condensed consolidated financial statements. Reduction to the excise tax obligation associated with subsequent issuance of shares will be reflected as an adjustment to the excise tax previously recorded.
The Company has a share repurchase program authorizing the repurchase of up to $450.0 million of its outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. There were no share repurchases during the nine months ended September 30, 2026. During the nine months ended September 30, 2025, the Company repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. As of September 30, 2026, all treasury shares were retired, and a total of $50.1 million remained available for repurchase under the repurchase program.
Revenue Recognition
Revenue is primarily derived in the form of recurring subscriptions and in-app purchases. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases. Unused in-app purchase fees expire based on the terms of the underlying agreement and are recognized as revenue when it is probable that a significant revenue reversal would not occur. The Company also earns revenue from online advertising and partnerships. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.
15
During the three and nine months ended September 30, 2026 and 2025, there were no customers representing greater than 10% of total revenue.
For the periods presented, revenue across apps was as follows (in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Bumble App | $ | $ | $ | $ | |||||||||||||||||||
| Badoo App and Other | |||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
Deferred Revenue
Foreign Currencies
Recently Adopted Accounting Pronouncement
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets. The Company adopted ASU 2025-05 in the first quarter of 2026 prospectively. Adoption of this ASU did not have a material impact on the accompanying condensed consolidated financial statements and disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU 2024-03. The standard requires breaking down expenses into specific categories, such as employee compensation and costs related to depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for the Company beginning in fiscal year 2027 and interim periods beginning in fiscal year 2028, either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statement disclosures.
16
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Improvements to Accounting for Internal-Use Software. The ASU replaces the current stage-based capitalization model with a principles-based approach that requires capitalization of costs once management has authorized and commits to funding a software project and it is probable that the project will be completed and the software will be used as intended. The guidance is effective for the Company beginning in the first quarter of 2028. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815)—Hedge Accounting Improvements, which amends hedge accounting guidance in Accounting Standards Codification (“ASC”) 815 by addressing five specific hedge accounting issues, including similar risk assessments for cash flow hedges and expanded eligible hedged risk components. ASU 2025-09 is effective for the Company beginning in the first quarter of 2027 and will be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures.
Note 3 - Income Taxes
The Company is subject to U.S. federal and state income taxes and files consolidated income tax returns for U.S. federal and certain state jurisdictions with respect to its allocable share of any net taxable income of Bumble Holdings. The subsidiaries of Bumble Holdings are also subject to income taxes in the foreign jurisdictions in which they operate.
For the three and nine months ended September 30, 2026, the Company's effective tax rate was 17.3 % and (55.6 )%, respectively, which differs from the U.S. federal statutory tax rate of 21% primarily due to the geographical distribution of our earnings, inability to recognize tax benefits on losses in certain jurisdictions, nondeductible stock-based compensation, the impact of Pillar Two minimum taxes, and valuation allowance recorded against certain deferred tax assets.
Note 4 - Goodwill and Intangible Assets, Net
Goodwill
The changes in the carrying amount of goodwill for the period presented are as follows (in thousands):
| Gross Carrying Amount | Accumulated Impairment Charges | Net Carrying Amount | |||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | $ | |||||||||||||
| Impairment charge | ( | ( | |||||||||||||||
| Balance as of September 30, 2026 | $ | $ | ( | $ | |||||||||||||
The Company evaluates goodwill for impairment annually and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. During 2026 and 2025, the Company identified impairment triggering events indicating that the fair value of its reporting unit was more likely than not less than its carrying value. In accordance with ASC 350, Intangibles – Goodwill and Other, the Company performed quantitative goodwill impairment tests. For each impairment test, the Company estimated the fair value of its reporting unit using a combination of the income approach, employing a discounted cash flow model, and the market approach, employing a guideline public company method. The income and market approaches were weighted 75 % and 25 %, respectively. Key assumptions used in the discounted cash flow analyses included projected revenues, EBITDA margins, terminal growth rates, income tax rates and discount rates. These assumptions are updated as of each measurement date to reflect conditions then existing and involve significant judgment. Refer to Note 7, Fair Value Measurements, for additional information.
17
2026 Impairment
During the three months ended June 30, 2026, the Company identified a triggering event related to a sustained decline in its stock price and the resulting decrease in its market capitalization. The Company performed a quantitative goodwill impairment test, applying a terminal growth rate of zero , an income tax rate of 25.0 % and a discount rate of 30.0 %, which reflects a weighted average cost of capital adjusted for a company-specific risk premium. As a result, the Company recognized a goodwill impairment charge of $129.3 million.
2025 Impairment
During the three months ended December 31, 2025, the Company identified a triggering event related to a sustained decline in its stock price and the resulting decrease in its market capitalization. The Company performed a quantitative goodwill impairment test, applying a terminal growth rate of zero , an income tax rate of 25.0 % and a discount rate of 18.5 %, which reflects a weighted average cost of capital adjusted for a company-specific risk premium. As a result, the Company recognized a goodwill impairment charge of $396.3 million.
During the three months ended June 30, 2025, the Company identified a triggering event driven by a revision to its 2025 outlook reflecting a strategic shift to improve the health of its membership base. The Company performed a quantitative goodwill impairment test, applying a terminal growth rate of 2.0 %, an income tax rate of 25.0 %, and a discount rate of 14.0 %. As a result, the Company recorded a goodwill impairment charge of $258.1 million.
Additionally, in connection with the classification of Fruitz as held for sale in June 2025, the Company allocated $1.8 million of goodwill to Fruitz and determined that the allocated goodwill was fully impaired as of June 30, 2025. Refer to Note 6, Sale of a Business, within the annual consolidated financial statements in our 2025 Form 10-K, for further information.
Intangible Assets, Net
A summary of the Company’s intangible assets, net is as follows (in thousands):
| September 30, 2026 | |||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Accumulated Impairment Charges | Net Carrying Amount | Weighted-Average Remaining Useful Life (Years) | |||||||||||||||||||||||||
| Brands - indefinite-lived | $ | $ | $ | ( | $ | Indefinite | |||||||||||||||||||||||
| Developed technology | ( | ||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||
| Total Intangible assets, net | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Accumulated Impairment Charges | Net Carrying Amount | Weighted-Average Remaining Useful Life (Years) | |||||||||||||||||||||||||
| Brands - indefinite-lived | $ | $ | $ | ( | $ | Indefinite | |||||||||||||||||||||||
| Developed technology | ( | ||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||
| Total Intangible assets, net | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
The Company evaluates its indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may exceed its fair value, in accordance with ASC 350, Intangibles – Goodwill and Other. The Company evaluates its long-lived assets and definite-lived intangible assets for recoverability whenever impairment indicators are present, at an asset group level, in accordance with ASC 360, Property, Plant, and Equipment. The fair value of indefinite-lived intangible assets is estimated using a relief-from-royalty method, which requires assumptions including projected revenues, royalty rates, discount rates, terminal growth rates, and income tax rates. The fair value of long-lived assets and definite-lived intangible assets is estimated using a discounted cash flow methodology, when required. Key assumptions used in the discounted cash flow analyses included projected revenues, EBITDA margins, terminal growth rates, income tax rates and discount rates. These assumptions are updated as of each measurement date to reflect conditions then existing and involve significant judgment. Refer to Note 7, Fair Value Measurements, for additional information.
18
2026 Impairment
During the three months ended June 30, 2026, the Company identified a triggering event related to a sustained decline in its stock price and the resulting decrease in its market capitalization. The Company performed a quantitative impairment test, applying a terminal growth rate of zero , an income tax rate of 25.0 % and a discount rate of 30.0 % to determine the fair value of its indefinite-lived assets. As a result, the Company recognized an impairment charge of $40.0 million associated with its indefinite-lived intangible assets.
2025 Impairment
During the three months ended December 31, 2025, the Company identified a triggering event related to a sustained decline in its stock price and the resulting decrease in its market capitalization. The Company performed a quantitative impairment test, applying a terminal growth rate of zero , an income tax rate of 25.0 % and a discount rate of 18.5 % to determine the fair value of its indefinite-lived assets. As a result, the Company recognized an impairment charge of $230.0 million associated with its indefinite-lived intangible assets.
Additionally, during the three months ended December 31, 2025, the Company recognized an of $4.2 million related to certain trademarks, reflecting the Company’s reassessment of its trademark portfolio in connection with changes in business priorities and geographic focus.
During the three months ended June 30, 2025, the Company identified a separate triggering event driven by a revision to its 2025 outlook reflecting a strategic shift to improve the health of its membership base. The Company performed a quantitative impairment test, applying a terminal growth rate of 2.0 %, an income tax rate of 25.0 % and a discount rate of 14.0 %. As a result, the Company recorded an impairment charge of $140.0 million associated with its indefinite-lived assets.
Additionally, during the three months ended June 30, 2025, the Company recorded an impairment charge of $5.0 million for its definite-lived intangible assets associated with Fruitz that met the criteria to be classified as held for sale in June 2025. Refer to Note 6, Sale of a Business, within the annual consolidated financial statements in our 2025 Form 10-K, for further information.
Furthermore, in connection with the decision in February 2025 to discontinue the operation of the Official app, the Company assessed the recoverability of its definite-lived intangible assets at the Official asset group level and determined that the carrying value of the Official asset group was not recoverable. As a result, the Company recognized $3.6 million of impairment charges, representing the entire carrying value of the Official asset group, during the three months ended March 31, 2025. The Official asset group was fully disposed during the three months ended June 30, 2025. See Note 5, Restructuring, for additional information on the Official app.
Amortization expense related to intangible assets, net for the three months ended September 30, 2026 and 2025 was $2.2 million and $3.0 million, respectively, and for the nine months ended September 30, 2026 and 2025 was $7.3 million and $15.7 million, respectively.
Note 5 - Restructuring
In June 2025, the Company announced its decision to reduce its global workforce (the “2025 Restructuring Plan”) by approximately 240 roles, representing approximately 30 % of the Company's employees, as it realigns its operating structure to optimize execution on its strategic priorities. The Company expects to incur approximately $16.0 million of total non-recurring charges through the end of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees.
In February 2025, the Company announced its decision to discontinue its operation of the Fruitz and Official apps. The Official app was discontinued during the second quarter of 2025 and Fruitz was sold to a third party in July 2025. The Company incurred $1.4 million of expenses through the third quarter of 2025, consisting primarily of employee severance, benefits and related charges for impacted employees. See Note 4, Goodwill and Intangible Assets, Net, for additional information on the Official app.
19
The following table presents the total non-recurring restructuring charges by function for the periods indicated (in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Cost of revenue | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Selling and marketing | ( | ||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Product development | ( | ( | |||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The following table summarizes the restructuring-related liabilities (in thousands):
| Employee Related Benefits | Other | Total | ||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | |||||||||||||||||
| Restructuring charges | ||||||||||||||||||||
| Cash payments | ( | ( | ( | |||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | |||||||||||||||||
Note 6 - Other Financial Data
Consolidated Balance Sheets Information
Other current assets are comprised of the following balances (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Capitalized aggregator fees | $ | $ | ||||||||||||
| Prepayments | ||||||||||||||
| Income tax receivable | ||||||||||||||
| Other current assets | ||||||||||||||
| Total other current assets | $ | $ | ||||||||||||
Accrued expenses and other current liabilities are comprised of the following balances (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Payroll and related expenses | $ | $ | ||||||||||||
| Marketing expenses | ||||||||||||||
| Professional fees | ||||||||||||||
Other cost of sales | ||||||||||||||
| Lease liabilities | ||||||||||||||
| Other indirect taxes | ||||||||||||||
| Income tax payable | ||||||||||||||
| Contingent earn-out liability | ||||||||||||||
| Other accrued expenses and other payables | ||||||||||||||
| Total accrued expenses and other current liabilities | $ | $ | ||||||||||||
Other long-term liabilities are comprised of the following balances (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Lease liabilities | $ | $ | ||||||||||||
| Other liabilities | ||||||||||||||
| Total other long-term liabilities | $ | $ | ||||||||||||
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Note 7 - Fair Value Measurements
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):
| September 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair Value Measurements | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Derivative asset - interest rate swaps | $ | $ | $ | $ | |||||||||||||||||||
| Investments in equity securities | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair Value Measurements | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalent - money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Derivative asset - interest rate swaps | |||||||||||||||||||||||
Derivative asset - foreign currency contracts | |||||||||||||||||||||||
| Investments in equity securities | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
There were no transfers between levels between September 30, 2026 and December 31, 2025.
The carrying value of accounts receivable, accounts payable, income tax payable, accrued expenses and other payables approximate their fair values due to the short-term maturities of these instruments.
The Company's derivative assets and liabilities, which consist of interest rate swaps and foreign currency forward contracts, are measured at fair value on a recurring basis using observable market data (Level 2). The fair value of interest rate swaps is estimated using a combined income and market-based valuation methodology based on Level 2 inputs, including forward interest rate yield curves obtained from independent pricing services. The fair value of foreign currency forward contracts is measured using Level 2 inputs, which include observable market inputs such as foreign currency spot and forward rates, interest rate yield curves obtained from independent pricing services, and credit-risk adjustments.
The Company's contingent earn-out liability relates to an earn-out payment to former shareholders of Worldwide Vision Limited of up to $150.0 million. The contingent earn-out liability is measured at fair value on a recurring basis using unobservable inputs (Level 3). The fair value of contingent earn-out liability is estimated using a probability-weighted analysis and, if the arrangement is long-term in nature, applying a discount rate that captures the risks associated with the duration of the obligation. The fair value of the contingent earn-out liability is sensitive to changes in the stock price, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the performance metrics.
Assets and liabilities that are measured at fair value on a non-recurring basis include indefinite-lived intangible assets, long-lived assets, definite-lived intangible assets and goodwill. During the nine months ended September 30, 2026, the Company recorded impairment charges of $40.0 million for indefinite-lived intangible assets and $129.3 million for goodwill. During the year ended December 31, 2025, the Company recorded impairment charges of $370.0 million for indefinite-lived intangible assets, $3.6 million for the definite-lived intangible assets associated with Official, $4.2 million for the definite-lived intangible assets associated with trademarks, $656.2 million for goodwill and $5.0 million for intangible assets associated with Fruitz asset held for sale. The Company determined the fair value of indefinite-lived intangible assets, long-lived assets, definite-lived intangible asset and its reporting unit for goodwill impairment using unobservable inputs (Level 3), except for impairment associated with Fruitz asset held for sale in the 2025 period, for which the fair value was determined using exit price (Level 2). See Note 2, Summary of Selected Significant Accounting Policies and Note 4, Goodwill and Intangible Assets, Net for additional information.
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Note 8 - Debt
Total debt is comprised of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Term loan | $ | $ | ||||||||||||
| Less: unamortized debt discount and debt issuance costs | ||||||||||||||
| Less: current portion of debt, net | ||||||||||||||
| Total long-term debt, net | $ | $ | ||||||||||||
As of September 30, 2026, the Company had outstanding borrowings under its 2026 Credit Agreement (as defined below), which matures on April 24, 2030. As of December 31, 2025, the Company had outstanding borrowings under its prior term loan facility, which was fully repaid on April 24, 2026.
Credit Agreement
On April 24, 2026, certain subsidiaries of the Company entered into a term loan credit agreement (the “2026 Credit Agreement”) providing for a senior secured term loan facility in an aggregate principal amount of $475.0 million. The term loan was issued with a $28.5 million discount and will mature on April 24, 2030. It bears interest, at the borrower's election, at a rate equal to the Term Secured Overnight Financing Rate (“Term SOFR”) plus 8.0 % or a base rate plus 7.0 %. The interest rate in effect as of September 30, 2026 was 11.69 %. The loan amortizes in equal monthly installments, with annual amortization of 12.5 % of the original principal amount for one year beginning July 2026 and 15.0 % thereafter, and is subject to customary mandatory prepayments, including from excess cash flow and certain asset sale proceeds. The obligations are secured by substantially all of the assets of Buzz Finco LLC (the “Borrower”), a wholly owned subsidiary of the Company, and certain of the Borrower's subsidiaries that guarantee the obligation. The Company incurred issuance costs of approximately $7.0 million in connection with the 2026 Credit Agreement.
In addition, on April 24, 2026, certain subsidiaries of the Company entered into a senior priority revolving credit agreement (the “2026 Revolving Credit Agreement”) providing for a senior secured revolving credit facility in an aggregate principal committed amount of $50.0 million, including $10.0 million of letters of credit capacity, maturing on January 23, 2030. The 2026 Revolving Credit Facility is available for general corporate purposes and working capital. Borrowings under the 2026 Revolving Credit Agreement bear interest, at the borrower's election, at a rate equal to Term SOFR plus 4.0 % or the base rate plus 3.0 %. The 2026 Revolving Credit Agreement requires the payment of an unused commitment fee ranging from 0.375 % to 0.5 % per annum on undrawn commitments, based on the Company's total leverage ratio, as well as customary letter of credit fees and an annual administrative agency fee. As of September 30, 2026, amounts available under the revolving credit facility were $50.0 million. The Company incurred issuance costs of approximately $1.0 million in connection with the 2026 Revolving Credit Agreement.
The 2026 Credit Agreement and the 2026 Revolving Credit Agreement contain customary events of default and financial affirmative and negative covenants, including limitations on additional indebtedness, liens, restricted payments and investments, and contain financial maintenance covenants, including a maximum consolidated total leverage ratio of 3.00 to 1.00 with incremental step downs over time to reach 2.00 to 1.00 on June 30, 2028, and a minimum liquidity requirement that initially was $25.0 million and increased to $50.0 million in September 2026, following the five-month anniversary of the closing date of the credit agreements. As of September 30, 2026, and at all times during the nine months ended September 30, 2026, the Company was in compliance with all debt covenants.
Prior to entering into the 2026 Credit Agreement and 2026 Revolving Credit Agreement, certain of the Company's wholly owned subsidiaries, including the Borrower, were party to a credit agreement (as amended, the “2020 Credit Agreement”), pursuant to which the Company borrowed an aggregate principal amount of $575.0 million through a seven-year term loan (“Original Term Loan”) and $275.0 million through a seven-year incremental term loan (collectively with the Original Term Loan, the “Term Loans”). The proceeds from the 2026 Credit Agreement, together with cash on hand, were used to repay in full and terminate the Company’s outstanding indebtedness under the 2020 Credit Agreement. In addition, the 2020 Credit Agreement provided for a $50.0 million senior secured revolving credit facility (the “2020 Revolving Credit Facility”), which was originally scheduled to mature on June 17, 2026 and included $25.0 million of letters of credit capacity. The 2020 Revolving Credit Facility was terminated on April 24, 2026 in connection with the Company's entry into the 2026 Revolving Credit Agreement. In connection with the repayment of the Term Loans and the termination of the 2020 Revolving Credit Facility, the Company recognized a loss of $1.5 million on extinguishment of debt, primarily related to the write-off of unamortized debt issuance costs during the nine months ended September 30, 2026.
Interest expense, including the amortization of debt discount and debt issuance costs, was $16.6 million and $11.9 million for the three months ended September 30, 2026 and 2025, respectively. Interest expense, including the amortization of debt discount and debt issuance costs, was $41.6 million and $35.4 million for the nine months ended September 30, 2026 and 2025, respectively.
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As the term loans outstanding under the 2026 Credit Agreement as of September 30, 2026 and the 2020 Credit Agreement as of December 31, 2025 were issued with floating rates of interest, the Company believes that the fair value of the obligations approximated the principal amount of the loans of each respective balance sheet date. The carrying value of the term loans represents the outstanding principal amount, less unamortized debt discount and debt issuance costs. Therefore, the carrying value of the debt, before any transaction costs, would approximate the fair value of the loan obligation based on Level 2 inputs since the term loans carry variable interest rates that were based on the Term SOFR.
Future maturities of long-term debt as of September 30, 2026, were as follows (in thousands):
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 and thereafter | |||||
| Total | $ | ||||
Note 9 - Earnings per Share
The following table sets forth a reconciliation of the numerators used to compute the Company's basic and diluted earnings (loss) per share (in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net earnings (loss) | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Net earnings (loss) attributable to noncontrolling interests | ( | ( | ||||||||||||||||||||||||
| Net earnings (loss) attributable to Bumble Inc. shareholders | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
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The following table sets forth the computation of the Company's basic and diluted earnings per share (in thousands, except share amounts and per share amounts):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Basic earnings (loss) per share attributable to common stockholders | ||||||||||||||||||||||||||
| Numerator | ||||||||||||||||||||||||||
| Allocation of net earnings (loss) attributable to Bumble Inc. shareholders | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Denominator | ||||||||||||||||||||||||||
| Weighted average number of shares of Class A common stock outstanding | ||||||||||||||||||||||||||
| Basic earnings (loss) per share attributable to common stockholders | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Diluted earnings (loss) per share attributable to common stockholders | ||||||||||||||||||||||||||
| Numerator | ||||||||||||||||||||||||||
| Allocation of net earnings (loss) attributable to Bumble Inc. shareholders | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Increase in net earnings attributable to common shareholders upon conversion of potentially dilutive Common Units | ||||||||||||||||||||||||||
| Net earnings (loss) attributable to common stockholders | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Denominator | ||||||||||||||||||||||||||
| Number of shares used in basic computation | ||||||||||||||||||||||||||
| Add: weighted-average effect of dilutive securities | ||||||||||||||||||||||||||
| RSUs | ||||||||||||||||||||||||||
| Common Units to convert to Class A Common Stock | ||||||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding used to calculate diluted earnings (loss) per share | ||||||||||||||||||||||||||
| Diluted earnings (loss) per share attributable to common stockholders | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
The following table sets forth potentially dilutive securities that were excluded from the diluted earnings per share computation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Time-vesting awards: | ||||||||||||||||||||||||||
| Options | ||||||||||||||||||||||||||
| RSUs | ||||||||||||||||||||||||||
| Incentive units | ||||||||||||||||||||||||||
| Total time-vesting awards | ||||||||||||||||||||||||||
| Exit-vesting awards: | ||||||||||||||||||||||||||
| Options | ||||||||||||||||||||||||||
| Total exit-vesting awards | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
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Note 10 - Stock-based Compensation
Total stock-based compensation expense was as follows:
| (In thousands) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||
| Cost of revenue | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Selling and marketing expense | ||||||||||||||||||||||||||
| General and administrative expense | ||||||||||||||||||||||||||
| Product development expense | ||||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
During the three and nine months ended September 30, 2026, stock-based compensation expense was higher compared to the same period in 2025, primarily due to higher forfeitures in the 2025 periods and new equity awards granted. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.
Incentive Units in Bumble Holdings
As of December 31, 2025, 11,978 time-vesting incentive units with a weighted-average participation threshold of $43.00 were unvested, all of which vested during the nine months ended September 30, 2026. All exit-vesting incentive units were fully vested as of December 31, 2025.
Restricted Shares of Class A Common Stock in Bumble Inc.
All time-vesting and exit-vesting restricted shares of Class A common stock were fully vested as of December 31, 2025.
RSUs in Bumble Inc.
All exit-vesting restricted stock units (“RSUs”) were fully vested as of December 31, 2025. The following table summarizes information around time-vesting RSUs in the Company:
| Number of Awards | Weighted-Average Grant Date Fair Value | |||||||||||||||||||||||||
| Unvested as of December 31, 2025 | $ | |||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Vested | ( | |||||||||||||||||||||||||
| Forfeited | ( | |||||||||||||||||||||||||
| Unvested as of September 30, 2026 | $ | |||||||||||||||||||||||||
During the nine months ended September 30, 2026 and 2025, the total fair value of vested RSUs as of the respective vesting dates was $17.5 million and $19.1 million, respectively. As of September 30, 2026, total unrecognized compensation cost related to the time-vesting RSUs was $25.9 million, which is expected to be recognized over a weighted-average period of 1.4 years.
25
Options
As of December 31, 2025, 42,227 exit-vesting options with a weighted-average exercise price of $43.00 per share and a weighted-average grant date fair value of $22.21 per share were outstanding, all of which expired during the nine months ended September 30, 2026.
The following table summarizes the Company’s option activity as it relates to time-vesting stock options:
| Number of Options | Weighted-Average Exercise Price Per Share | Weighted-Average Grant Date Fair Value Per Share | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | $ | $ | |||||||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||||||||
| Expired | ( | ||||||||||||||||||||||||||||
| Outstanding as of September 30, 2026 | $ | ||||||||||||||||||||||||||||
| Exercisable as of September 30, 2026 | $ | $ | $ | ||||||||||||||||||||||||||
As of September 30, 2026, total unrecognized compensation cost related to the time-vesting options was $0.7 million, which is expected to be recognized over a weighted-average period of 1.6 years.
The weighted-average exercise price exceeded the market price as of September 30, 2026, and as such, resulted in the aggregate intrinsic value to be negative for all of the Company’s stock options (referred to as “out-of-the money”).
Note 11 - Related Party Transactions
In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below (in thousands).
| Related Party relationship | Type of Transaction | Financial Statement Line | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Other | Marketing costs | Selling and marketing expense | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Other | Moderator costs | Cost of revenue | ||||||||||||||||||||||||||||||||||||
| Shareholder | Consulting | General and administrative expense | ||||||||||||||||||||||||||||||||||||
| Other | Advertising revenue | Revenue | ||||||||||||||||||||||||||||||||||||
| Other | Tax receivable agreement liability remeasurement expense | Other income (expense), net | ( | |||||||||||||||||||||||||||||||||||
| Other | Subscription costs | General and administrative expense | ||||||||||||||||||||||||||||||||||||
Tax receivable agreement liability remeasurement expense
Concurrent with the completion of the IPO, the Company entered into a Tax Receivable Agreement with pre-IPO owners including our Founder, our Sponsor, an affiliate of Accel Partners LP and management and other equity holders. In November 2025, the Tax Receivable Agreement was amended to provide for one-time settlement payments as consideration for the complete and full termination of the Company's payment obligations under the agreement. Prior to its amendment, adjustments to the tax receivable agreement liability were recognized as “Other income (expense), net” on the unaudited condensed consolidated statements of operations. See Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement, within the annual consolidated financial statements in the Company's 2025 Form 10-K for additional information regarding the Tax Receivable Agreement.
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Other
The Company recognizes advertising revenues and incurs marketing expenses from Liftoff Mobile Inc., a company in which Blackstone-affiliated funds hold a controlling interest. The Company purchases moderator services from TaskUs Inc. and subscription services from Cvent, Inc., companies in which Blackstone-affiliated funds hold controlling interests. The Company uses subscription services from Navex Global, Inc., a company in which Blackstone-affiliated funds hold more than 20 % of ownership interests. The Company recognizes consulting expenses payable to Blackstone Management Partners L.L.C., an affiliate of Blackstone.
Note 12 - Segment and Geographic Information
The Company operates as one operating segment with revenue primarily derived in the form of recurring subscriptions and in-app purchases. The Company’s CODM is the Chief Executive Officer. The CODM assesses performance of the operating segment and decides how to allocate resources based on revenue, operating earnings (loss), and net earnings (loss) presented on a consolidated basis. Furthermore, the CODM reviews and utilizes functional expenses (cost of revenue, sales and marketing, general and administrative, and product development) at the consolidated level to manage the Company's operations. There are no segment managers who are held accountable for operations and operating results below the consolidated level. Accordingly, the Company reports as one segment and all required segment financial information can be found in the unaudited condensed consolidated statements of operations.
Revenue by major geographic region is based upon the location of the customers who receive the Company's services. The information below summarizes revenue by geographic area, based on customer location (in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
| Rest of the world | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
The United States is the only country with revenues of 10% or more of the Company's total revenue for the three and nine months ended September 30, 2026 and 2025.
As the Company operates its business under one segment, there is no difference between its segment assets and the total consolidated assets. The information below summarizes property and equipment, net by geographic area (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| United Kingdom | $ | $ | |||||||||
| United States | |||||||||||
| Czech Republic | |||||||||||
| Rest of the world | |||||||||||
| Total | $ | $ | |||||||||
Note 13 - Commitments and Contingencies
The Company has entered into indemnification agreements with the Company’s officers and directors for certain events or occurrences. The Company maintains a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director.
Litigation
We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, consumer protection, governmental regulations, product liability, privacy, safety, environmental, intellectual property, employment, personal injury and other actions that are incidental to our business.
These actions frequently seek putative damages that may significantly exceed our assessment of any reasonably possible loss from the resolution of such actions. We record a liability for legal claims when the Company determines that a loss is probable and the amount can be reasonably estimated, and, if the liability is material, we disclose the amount of the liability reserved.
27
These matters are subject to inherent uncertainties and it is possible that an unfavorable outcome of one or more of these legal proceedings or other contingencies could have a material impact on the business, financial condition, or results of operations of the Company.
From time to time, the Company is subject to patent litigations asserted by non-practicing entities.
Legal expenses are included in “General and administrative expense” in the accompanying unaudited condensed consolidated statements of operations. As of September 30, 2026 and December 31, 2025, the Company determined that no
Purchase Commitments
Note 14 - Subsequent Event
On October 12, 2026, the Company entered into a definitive merger agreement pursuant to which the Company will be acquired by Ithaca Holdco, Inc. in an all-cash transaction valued at approximately $1.3 billion. Under the terms of the agreement, holders of the Company's Class A common stock (other than dissenting shares, cancelled shares or shares subject to the rollover) will receive $6.05 per share in cash. The transaction has been approved by the Company's Board of Directors, and the requisite stockholder approval has been obtained. Completion of the transaction remains subject to customary closing conditions, including applicable regulatory approvals. Upon completion, the Company will become privately held, and its Class A common stock will cease to be publicly traded.
In connection with the proposed merger transaction, on October 12, 2026, Beehive Holdings III, LP, an entity affiliated with the Company's Founder, exchanged 21.2 million Common Units for an equal number of shares of the Company's Class A common stock. As a result of the exchange, the noncontrolling ownership interest in Bumble Holdings decreased from 13.8 % on September 30, 2026 to less than 0.1 %.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of the financial condition and results of operations of Bumble Inc. in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in Part I, “Item 1 – Financial Statements (Unaudited).” This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, without limitation, those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and those identified under “Special Note Regarding Forward-Looking Statements” herein and Part I, “Item 1A—Risk Factors" in our 2025 Form 10-K.
Overview
We provide online dating and social networking applications through free, subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble operates a family of apps, including Bumble, BFF and Badoo. Bumble app, launched in 2014, is one of the first dating apps built with women at the center. Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in several countries in Europe and Latin America. Building on the BFF mode in Bumble app, in July 2023, we officially launched a standalone Bumble For Friends app, which we relaunched in September 2025 as BFF in the United States, our dedicated app for friend-finding, group connections and community-building.
Take-Private Transaction
On October 12, 2026, we entered into a definitive merger agreement to be acquired by Ithaca Holdco, Inc. in an all-cash transaction valued at approximately $1.3 billion. Under the terms of the agreement, holders of our Class A common stock (other than dissenting shares, cancelled shares or shares subject to the rollover) will receive $6.05 per share in cash. The transaction has been approved by our Board of Directors, and the requisite stockholder approval has been obtained. Completion of the transaction remains subject to customary closing conditions, including applicable regulatory approvals. Upon completion, we will become privately held, and our Class A common stock will cease to be publicly traded. For additional information, refer to Note 14, “Subsequent Event,” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Quarter ended September 30, 2026 Consolidated Results
For the three months ended September 30, 2026 and 2025, we generated:
•Total revenue of $207.1 million and $246.2 million, respectively;
•Bumble App Revenue of $167.3 million and $198.8 million, respectively;
•Badoo App and Other Revenue of $39.8 million and $47.4 million, respectively;
•Net earnings of $31.6 million, or 15.3% of revenue, compared to net earnings of $51.6 million, or 21.0% of revenue; and
•Adjusted EBITDA of $60.5 million and $83.1 million, respectively, representing Adjusted EBITDA margins of 29.2% and 33.7%, respectively.
Year-to-Date ended September 30, 2026 Consolidated Results
For the nine months ended September 30, 2026 and 2025, we generated:
•Total revenue of $630.0 million and $741.5 million, respectively;
•Bumble App Revenue of $511.7 million and $602.0 million, respectively;
•Badoo App and Other Revenue of $118.3 million and $139.5 million, respectively;
•Net loss of $43.6 million, or (6.9)% of revenue, which included a $169.3 million impairment charge, compared to net loss of $295.5 million, or (39.9)% of revenue, which included a $408.5 million impairment charge;
•Adjusted EBITDA of $216.0 million and $242.1 million, respectively, representing Adjusted EBITDA margins of 34.3% and 32.6%, respectively;
•Net cash provided by operating activities of $186.9 million and $191.3 million, respectively *; and
•Free cash flow of $178.0 million and $182.4 million, respectively, representing free cash flow conversion of 82.4% and 75.3%, respectively.
29
* Operating cash flow conversion rate was not meaningful for the year-to-date periods.
For a reconciliation of Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Free Cash Flow Conversion, which are all non-GAAP measures, to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion useful and a discussion of the material risks and limitations of these measures, please see “Non-GAAP Financial Measures.”
Key Operating and Financial Metrics
We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe these non-GAAP and operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.
The following metrics were calculated excluding paying users of and revenue generated from Official, advertising and partnerships or affiliates. The Bumble For Friends app was relaunched as BFF in the United States in September 2025. The Company has not sought to generate revenue from the BFF app and therefore it is excluded from our key operating metrics as of September 30, 2026.
| (In thousands, except ARPPU) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||
| Bumble App Paying Users | 1,990.5 | 2,344.1 | 2,049.9 | 2,517.4 | ||||||||||||||||||||||
| Badoo App and Other Paying Users | 1,085.3 | 1,230.8 | 1,083.2 | 1,271.5 | ||||||||||||||||||||||
Total Paying Users(1) | 3,075.8 | 3,574.9 | 3,133.1 | 3,789.0 | ||||||||||||||||||||||
| Bumble App Average Revenue per Paying User | $ | 28.02 | $ | 28.27 | $ | 27.74 | $ | 26.57 | ||||||||||||||||||
| Badoo App and Other Average Revenue per Paying User | $ | 11.34 | $ | 11.91 | $ | 11.27 | $ | 11.39 | ||||||||||||||||||
| Total Average Revenue per Paying User | $ | 22.14 | $ | 22.64 | $ | 22.04 | $ | 21.48 | ||||||||||||||||||
(1) The sum of individual metrics may not always equal total amounts indicated due to rounding.
| (In thousands, except per share data and percentages) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||
| Condensed Consolidated Statements of Operations Data: | ||||||||||||||||||||||||||
| Revenue | $ | 207,091 | $ | 246,163 | $ | 630,000 | $ | 741,493 | ||||||||||||||||||
| Net earnings (loss) | 31,636 | 51,645 | (43,635) | (295,507) | ||||||||||||||||||||||
| Net earnings (loss) attributable to Bumble Inc. shareholders | 27,253 | 37,338 | (37,593) | (202,962) | ||||||||||||||||||||||
| Net earnings (loss) per share attributable to Bumble Inc. shareholders | ||||||||||||||||||||||||||
| Basic earnings (loss) per share | $ | 0.21 | $ | 0.34 | $ | (0.29) | $ | (1.97) | ||||||||||||||||||
| Diluted earnings (loss) per share | $ | 0.20 | $ | 0.33 | $ | (0.29) | $ | (1.97) | ||||||||||||||||||
| (In thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Condensed Consolidated Balance Sheets Data: | ||||||||||||||
| Total assets | $ | 1,245,861 | $ | 1,425,078 | ||||||||||
| Cash and cash equivalents | 190,258 | 175,760 | ||||||||||||
| Long-term debt, net including current maturities | 438,164 | 588,465 | ||||||||||||
Profitability and Liquidity
We use net earnings (loss) and net cash provided by (used in) operating activities to assess our profitability and liquidity, respectively. In addition to net earnings (loss) and net cash provided by (used in) operating activities, we also use the following measures:
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•Adjusted EBITDA. We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment charge, costs associated with restructuring and loss on extinguishment of debt. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
•Free cash flow. We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA.
Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
See “Non-GAAP Financial Measures” for additional information and a reconciliation of net earnings (loss) to Adjusted EBITDA and Adjusted EBITDA margin and net cash provided by (used in) operating activities to free cash flow.
Key Factors Affecting our Performance
Our results of operations and financial condition have been, and will continue to be, affected by a number of factors, including those discussed below.
Growth Strategy
During the pendency of the Merger, we expect to continue our previously disclosed growth strategy, which is intended to deliver durable member value and drive long-term sustainable revenue. As part of this strategy, we have focused on fostering a vibrant and healthy membership base and improving the member experience through product innovation, including modernizing our technology and increased use of artificial intelligence in our products and in the optimization of our operations. To align with these priorities, we have rebalanced our marketing investment, increasing our focus on brand and organic demand generation while optimizing performance marketing to efficiently acquire high-quality, incremental members who strengthen the health of our membership base. As we transition from the completion of the quality reset to our membership base, our primary focus has shifted to improving the member experience through product innovation, enabled by our ongoing investment in a more modern technology platform, including application re-architecture, migration to cloud hosting, and adoption of select vendor solutions to replace certain homegrown systems. As we address these areas of focus, our revenue and paying users have been, and may continue to be, negatively impacted in the short term. Furthermore, if we do not successfully implement this strategy, our business, financial condition and results of operations could be materially adversely affected.
See also “If we fail to retain existing members or add new members, or if our members decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” of our 2025 Form 10-K.
Macroeconomic Conditions
Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary, and trade policy, including the introduction of higher tariffs by the U.S. government, inflationary pressures that may affect consumer spending, and fluctuations in foreign currency exchange rates, have impacted and may continue to impact our results of operations, as well as our members who face greater pressure on disposable income. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.
For additional information, see Part I, “We are exposed to changes in the global macroeconomic environment beyond our control, which may adversely affect consumer discretionary spending, demand for our products and services, our expenses, and our ability to execute strategic plans” in “Item 1A—Risk Factors—General Risk Factors” of our 2025 Form 10-K.
Factors Affecting the Comparability of Our Results of Operations
As a result of a number of factors, our historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.
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Debt Refinancing
In April 2026, certain of our subsidiaries entered into a term loan credit agreement (the “2026 Credit Agreement”) providing for a term loan facility in an aggregate principal amount of $475.0 million, which matures in April 2030. We used proceeds from the 2026 Credit Agreement, together with cash on hand, to repay in full and terminate our existing indebtedness under the 2020 Credit Agreement (as defined in “Liquidity and Capital Resources” below). The 2026 term loan bears interest, at the borrower's election, at a rate equal to the Term Secured Overnight Financing Rate (“Term SOFR”) plus 8.0% or a base rate plus 7.0%. As of September 30, 2026, the interest rate in effect for the 2026 term loan was 11.69%, compared with interest rates of 7.17% and 7.67% for the Original Term Loan and Incremental Term Loan, respectively, under the 2020 Credit Agreement (each as defined in “Liquidity and Capital Resources” below) as of September 30, 2025. In connection with the April 2026 debt refinancing, we recognized a loss on extinguishment of debt of approximately $1.5 million, consisting primarily of the write-off of unamortized debt issuance costs, during the nine months ended September 30, 2026. For additional information, see Note 8, Debt, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Share Repurchase Program
We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. During the nine months ended September 30, 2026, we did not repurchase any shares of Class A common stock. During the nine months ended September 30, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. As of September 30, 2026, a total of $50.1 million remains available for repurchase under the repurchase program.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Share Repurchase Program, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Tax Receivable Agreement
Concurrent with the completion of the IPO, we entered into a Tax Receivable Agreement with pre-IPO owners including our Founder, our Sponsor, an affiliate of Accel Partners LP and management and other equity holders. In November 2025, the Tax Receivable Agreement was amended to provide for one-time settlement payments as consideration for the complete and full termination of the Company’s payment obligations under the agreement. Prior to its amendment, adjustments to the tax receivable agreement liability were recognized as “Other income (expense), net” on the unaudited condensed consolidated statements of operations.
See Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement, within the annual consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of our 2025 Form 10-K for additional information regarding the Tax Receivable Agreement.
Impairment Charges
During the three months ended June 30, 2026, we identified a triggering event related to a sustained decline in our stock price and the resulting decrease in our market capitalization. As a result, we performed an interim impairment test. Based on the results of the test, we recognized impairment charges of $40.0 million for indefinite-lived intangible assets and $129.3 million for goodwill during the nine months ended September 30, 2026.
During the three months ended June 30, 2025, we identified a potential impairment triggering event related to our indefinite-lived assets and goodwill. The triggering event was related to our revised 2025 outlook, which reflects a strategic shift to improve the health of our membership base. As a result, we performed an interim impairment test. Based on the results of the test, we recognized impairment charges of $140.0 million for indefinite-lived intangible assets and $258.1 million for goodwill during the three months ended June 30, 2025. We also recorded an impairment charge of $6.8 million during the three months ended June 30, 2025 in conjunction with the classification of Fruitz to held for sale. In addition, during the nine months ended September 30, 2025, we recognized impairment charges of $3.6 million for the Official asset group due to the then-anticipated discontinuation of the Official app.
We have historically recorded impairment charges related to our indefinite-lived assets, long-lived assets, definite-lived intangible assets and goodwill. It is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired. A change in corporate strategy, a further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future. In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.
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For additional information, see Note 4, Goodwill and Intangible Assets, Net, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q, as well as Note 2, Summary of Selected Significant Accounting Policies—Goodwill,—Indefinite-Lived Intangible Assets and —Long-Lived Assets and Definite-Lived Intangible Assets, Note 6, Sale of a Business, and Note 8, Goodwill and Intangible Assets, Net to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of our 2025 Form 10-K.
Restructuring
In June 2025, we announced our decision to reduce our global workforce (the “2025 Restructuring Plan”) by approximately 240 roles, representing approximately 30% of our employees, as we realign our operating structure to optimize execution on our strategic priorities. We expect to incur approximately $16.0 million of total non-recurring charges through the end of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees.
In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps. The Official app was discontinued during the second quarter of 2025 and Fruitz was sold to a third party in July 2025. We incurred $1.4 million of expenses through the third quarter of 2025, primarily related to employee severance, benefits and related charges for impacted employees.
For additional information, see Note 5, Restructuring, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Components of Results of Operations
Our business is organized into a single reportable segment.
Revenue
We monetize the Bumble, Bumble For Friends and Badoo apps via a freemium model where the use of our service is free and a subset of our members pay for subscriptions or in-app purchases to access premium features. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases.
We also earn revenue from online advertising and partnerships, which are not a significant part of our business. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.
Cost of revenue
Cost of revenue consists primarily of in-app purchase fees due on payments processed through the Apple App Store and Google Play Store. Purchases on Android, mobile web and desktop may have additional payment methods, such as credit card or via telecom providers. These purchases incur fees which vary depending on payment method. Purchase fees are deferred and expensed over the same period as revenue.
Cost of revenue also includes data center expenses such as rent, power and bandwidth for running servers, cloud hosting costs, employee compensation (including stock-based compensation) and other employee related costs, impairment of capitalized aggregator costs associated with breakage revenue and restructuring charges. Expenses relating to member care functions such as member support, moderators and other auxiliary costs associated with providing services to members such as fraud prevention are also included within cost of revenue.
Selling and marketing expense
Selling and marketing expense consists primarily of brand marketing, digital and social media spend, field marketing, restructuring charges, compensation expense (including stock-based compensation) and other employee-related costs for personnel engaged in sales and marketing functions.
General and administrative expense
General and administrative expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources. General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims and accruals for future legal obligations that are deemed probable and estimable, restructuring charges, certain indirect taxes and other administrative expenses.
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Product development expense
Product development expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, as well as restructuring charges.
Depreciation and amortization expense
Depreciation and amortization expense is primarily related to computer equipment, leasehold improvements, furniture and fixtures, developed technology, user base, white label contracts, trademarks and other definite-lived intangible assets.
Impairment charge
Impairment charge relates to impairment charges to indefinite-lived intangible assets, long-lived assets and definite-lived intangible assets, and goodwill as applicable.
Interest income (expense), net
Interest income (expense), net consists of interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.
Other income (expense), net
Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement (benefit) expense, sub-lease income, changes in fair value of investments in equity securities, gain (loss) on sale of businesses and loss on extinguishment of debt.
Income tax benefit (provision)
Income tax benefit (provision) represents the income tax benefit or expense associated with our operations based on the tax laws of the jurisdictions in which we operate. These foreign jurisdictions have different statutory tax rates than the United States. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.
Results of Operations
The following table sets forth our unaudited condensed consolidated statements of operations information for the periods presented:
| (In thousands) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Revenue | $ | 207,091 | $ | 246,163 | $ | 630,000 | $ | 741,493 | |||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Cost of revenue | 55,134 | 69,219 | 163,954 | 216,910 | |||||||||||||||||||
| Selling and marketing expense | 37,979 | 32,760 | 94,153 | 124,586 | |||||||||||||||||||
| General and administrative expense | 19,236 | 46,270 | 80,648 | 104,060 | |||||||||||||||||||
| Product development expense | 36,491 | 29,614 | 102,184 | 96,628 | |||||||||||||||||||
| Depreciation and amortization expense | 3,709 | 4,642 | 12,018 | 20,858 | |||||||||||||||||||
| Impairment charge | — | — | 169,256 | 408,486 | |||||||||||||||||||
| Total operating costs and expenses | 152,549 | 182,505 | 622,213 | 971,528 | |||||||||||||||||||
| Operating earnings (loss) | 54,542 | 63,658 | 7,787 | (230,035) | |||||||||||||||||||
| Interest expense, net | (14,714) | (10,641) | (36,534) | (32,949) | |||||||||||||||||||
| Other income (expense), net | (1,570) | 8,128 | 706 | (10,546) | |||||||||||||||||||
| Income (loss) before income taxes | 38,258 | 61,145 | (28,041) | (273,530) | |||||||||||||||||||
| Income tax provision | (6,622) | (9,500) | (15,594) | (21,977) | |||||||||||||||||||
| Net earnings (loss) | 31,636 | 51,645 | (43,635) | (295,507) | |||||||||||||||||||
| Net earnings (loss) attributable to noncontrolling interests | 4,383 | 14,307 | (6,042) | (92,545) | |||||||||||||||||||
| Net earnings (loss) attributable to Bumble Inc. shareholders | $ | 27,253 | $ | 37,338 | $ | (37,593) | $ | (202,962) | |||||||||||||||
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The following table sets forth our unaudited condensed consolidated statements of operations information as a percentage of revenue for the periods presented:
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Revenue | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Cost of revenue | 26.6 | % | 28.1 | % | 26.0 | % | 29.3 | % | |||||||||||||||
| Selling and marketing expense | 18.3 | % | 13.3 | % | 14.9 | % | 16.8 | % | |||||||||||||||
| General and administrative expense | 9.3 | % | 18.8 | % | 12.8 | % | 14.0 | % | |||||||||||||||
| Product development expense | 17.6 | % | 12.0 | % | 16.2 | % | 13.0 | % | |||||||||||||||
| Depreciation and amortization expense | 1.8 | % | 1.9 | % | 1.9 | % | 2.8 | % | |||||||||||||||
| Impairment charge | — | % | — | % | 26.9 | % | 55.1 | % | |||||||||||||||
| Total operating costs and expenses | 73.7 | % | 74.1 | % | 98.8 | % | 131.0 | % | |||||||||||||||
| Operating earnings (loss) | 26.3 | % | 25.9 | % | 1.2 | % | (31.0 | %) | |||||||||||||||
| Interest expense, net | (7.1 | %) | (4.3 | %) | (5.8 | %) | (4.4 | %) | |||||||||||||||
| Other income (expense), net | (0.8 | %) | 3.3 | % | 0.1 | % | (1.4 | %) | |||||||||||||||
| Income (loss) before income taxes | 18.5 | % | 24.8 | % | (4.5 | %) | (36.9 | %) | |||||||||||||||
| Income tax provision | (3.2 | %) | (3.9 | %) | (2.5 | %) | (3.0 | %) | |||||||||||||||
| Net earnings (loss) | 15.3 | % | 21.0 | % | (6.9 | %) | (39.9 | %) | |||||||||||||||
| Net earnings (loss) attributable to noncontrolling interests | 2.1 | % | 5.8 | % | (1.0 | %) | (12.5 | %) | |||||||||||||||
| Net earnings (loss) attributable to Bumble Inc. shareholders | 13.2 | % | 15.2 | % | (6.0 | %) | (27.4 | %) | |||||||||||||||
The following table sets forth the stock-based compensation expense, included in operating costs and expenses:
| (In thousands) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Cost of revenue | $ | 175 | $ | (135) | $ | 307 | $ | 213 | |||||||||||||||
| Selling and marketing expense | 971 | 719 | 2,560 | 470 | |||||||||||||||||||
| General and administrative expense | 5,798 | 6,357 | 16,961 | 5,970 | |||||||||||||||||||
| Product development expense | 6,406 | 4,669 | 13,859 | 14,944 | |||||||||||||||||||
| Total stock-based compensation expense | $ | 13,350 | $ | 11,610 | $ | 33,687 | $ | 21,597 | |||||||||||||||
During the three and nine months ended September 30, 2026, stock-based compensation expense was higher compared to the same period in 2025, primarily due to higher forfeitures in the 2025 periods and new equity awards granted. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.
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Comparison of the Three and Nine Months Ended September 30, 2026 and 2025
Revenue
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Bumble App | $ | 167,330 | $ | 198,799 | $ | 511,728 | $ | 602,001 | |||||||||||||||
| Badoo App and Other | 39,761 | 47,364 | 118,272 | 139,492 | |||||||||||||||||||
| Total Revenue | $ | 207,091 | $ | 246,163 | $ | 630,000 | $ | 741,493 | |||||||||||||||
Total Revenue was $207.1 million for the three months ended September 30, 2026, compared to $246.2 million for the same period in 2025. The decrease was primarily driven by a decline in Total Paying Users and, to a lesser extent, a decline in Total ARPPU.
Bumble App Revenue was $167.3 million for the three months ended September 30, 2026, compared to $198.8 million for the same period in 2025. This decrease was primarily driven by a 15.1% decline in Bumble App Paying Users to 2.0 million, and, to a lesser extent, a 0.9% decline in Bumble App ARPPU to $28.02.
Badoo App and Other Revenue was $39.8 million for the three months ended September 30, 2026, compared to $47.4 million for the same period in 2025. This decrease was primarily driven by an 11.8% decline in Badoo App and Other Paying Users to 1.1 million and a 4.8% decline in Badoo App and Other ARPPU to $11.34.
Revenue was $630.0 million for the nine months ended September 30, 2026, compared to $741.5 million for the same period in 2025. The decrease was primarily driven by a decline in Total Paying Users, partially offset by an increase in Total ARPPU and favorable fluctuations in foreign currency exchange rates.
Bumble App Revenue was $511.7 million for the nine months ended September 30, 2026, compared to $602.0 million for the same period in 2025. This decrease was primarily driven by an 18.6% decline in Bumble App Paying Users to 2.0 million, partially offset by a 4.4% increase in Bumble App ARPPU to $27.74 and favorable fluctuations in foreign currency exchange rates.
Badoo App and Other Revenue was $118.3 million for the nine months ended September 30, 2026, compared to $139.5 million for the same period in 2025. This decrease was primarily driven by a 14.8% decline in Badoo App and Other Paying Users to 1.1 million, and a 1.1% decline in Badoo App and Other ARPPU to $11.27, partially offset by favorable fluctuations in foreign currency exchange rates.
Cost of revenue
| (In thousands, except percentages) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Cost of revenue | $ | 55,134 | $ | 69,219 | $ | 163,954 | $ | 216,910 | |||||||||||||||
| Percentage of revenue | 26.6 | % | 28.1 | % | 26.0 | % | 29.3 | % | |||||||||||||||
Cost of revenue for the three months ended September 30, 2026 decreased by $14.1 million, or 20.3%, compared to the same period in 2025. Cost of revenue for the nine months ended September 30, 2026 decreased by $53.0 million, or 24.4%, compared to the same period in 2025. The decreases in cost of revenue for the three and nine months ended September 30, 2026 were driven primarily by decreases in in-app purchase fees due to lower revenue, as well as the reduction in fees as a result of alternate payment methods offered to iPhone operating system members in the United States.
As a percentage of revenue, cost of revenue decreased for the three and nine months ended September 30, 2026 as compared to the same period in 2025, primarily due to the reduction in fees as a result of alternate payment methods offered to iPhone operating system members in the United States, partially offset by higher cloud infrastructure and hosting costs.
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Selling and marketing expense
| (In thousands, except percentages) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Selling and marketing expense | $ | 37,979 | $ | 32,760 | $ | 94,153 | $ | 124,586 | |||||||||||||||
| Percentage of revenue | 18.3 | % | 13.3 | % | 14.9 | % | 16.8 | % | |||||||||||||||
Selling and marketing expense for the three months ended September 30, 2026 increased by $5.2 million, or 15.9%, compared to the same period in 2025. The change was primarily driven by a $3.6 million increase in marketing costs, reflecting the planned acceleration of marketing investments beginning in the third quarter of 2026, and a $0.7 million increase in personnel costs.
Selling and marketing expense for the nine months ended September 30, 2026 decreased by $30.4 million, or 24.4%, compared to the same period in 2025. The change was primarily due to a $28.6 million decrease in marketing costs, reflecting our strategic shift away from paid member acquisition and performance marketing in favor of brand and organic investment since the second quarter of 2025, partially offset by the planned acceleration of marketing investments beginning in the third quarter of 2026. The decrease was also attributable to a $3.5 million decrease in restructuring and personnel costs, reflecting reduced activities under the 2025 Restructuring Plan and headcount reductions.
General and administrative expense
| (In thousands, except percentages) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||
| General and administrative expense | $ | 19,236 | $ | 46,270 | $ | 80,648 | $ | 104,060 | |||||||||||||||
| Percentage of revenue | 9.3 | % | 18.8 | % | 12.8 | % | 14.0 | % | |||||||||||||||
General and administrative expense for the three months ended September 30, 2026 decreased by $27.0 million, or 58.4%, compared to the same period in 2025. The change was primarily due to a $14.3 million decrease in legal and professional fees and a $11.8 million decrease in indirect taxes.
General and administrative expense for the nine months ended September 30, 2026 decreased by $23.4 million, or 22.5%, compared to the same period in 2025. The change was primarily due to a $14.0 million decrease in legal and professional fees, a $12.5 million decrease in indirect taxes and a $5.2 million decrease in restructuring costs, reflecting reduced activities under the 2025 Restructuring Plan, partially offset by an $11.0 million increase in stock-based compensation driven by forfeitures associated with the departure of officers in 2025.
Product development expense
| (In thousands, except percentages) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Product development expense | $ | 36,491 | $ | 29,614 | $ | 102,184 | $ | 96,628 | |||||||||||||||
| Percentage of revenue | 17.6 | % | 12.0 | % | 16.2 | % | 13.0 | % | |||||||||||||||
Product development expense in the three months ended September 30, 2026 increased by $6.9 million, or 23.2%, compared to the same period in 2025. The change was primarily due to a $4.2 million increase in personnel costs and a $2.9 million increase in hosting and subscription costs.
Product development expense in the nine months ended September 30, 2026 increased by $5.6 million, or 5.7%, compared to the same period in 2025. The change was primarily due to a $7.5 million increase in hosting and subscription fees and a $4.3 million increase in personnel costs, partially offset by a $5.6 million decrease driven by capitalized development costs.
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Depreciation and amortization expense
| (In thousands, except percentages) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Depreciation and amortization expense | $ | 3,709 | $ | 4,642 | $ | 12,018 | $ | 20,858 | |||||||||||||||
| Percentage of revenue | 1.8 | % | 1.9 | % | 1.9 | % | 2.8 | % | |||||||||||||||
Depreciation and amortization expense for the three months ended September 30, 2026 decreased by $0.9 million, or 20.1%, compared to the same period in 2025, primarily driven by lower amortization expense following the impairment of certain trademarks recognized in the fourth quarter of 2025.
Depreciation and amortization expense for the nine months ended September 30, 2026 decreased by $8.8 million, or 42.4%, compared to the same period in 2025, primarily driven by the full amortization of Bumble and Badoo's developed technology in February 2025, as well as the full amortization of Fruitz and Official's developed technology in the second quarter of 2025 following the February 2025 decision to discontinue those apps.
Impairment charge
| (In thousands, except percentages) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Impairment charge | $ | — | $ | — | $ | 169,256 | $ | 408,486 | |||||||||||||||
| Percentage of revenue | — | % | — | % | 26.9 | % | 55.1 | % | |||||||||||||||
We did not recognize any impairment charges during the three months ended September 30, 2026 or September 30, 2025. During the nine months ended September 30, 2026, we recognized impairment charges of $129.3 million for goodwill and $40.0 million for our indefinite-lived intangible assets. During the nine months ended September 30, 2025, we recognized impairment charges of $258.1 million for goodwill, $140.0 million for our indefinite-lived intangible assets, $6.8 million for Fruitz, and $3.6 million for the Official asset group.
For additional information, see Note 4, Goodwill and Intangible Assets, Net, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Interest expense, net
| (In thousands, except percentages) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Interest expense, net | $ | (14,714) | $ | (10,641) | $ | (36,534) | $ | (32,949) | |||||||||||||||
| Percentage of revenue | (7.1) | % | (4.3) | % | (5.8 | %) | (4.4 | %) | |||||||||||||||
Interest expense, net for the three months ended September 30, 2026 increased by $4.1 million, or 38.3%, compared to the same period in 2025, primarily driven by an increase in interest expense associated with the term loan under the 2026 Credit Agreement following the April 2026 refinancing and a decrease in our interest income from lower investment balances in money market funds.
Interest expense, net for the nine months ended September 30, 2026 increased by $3.6 million, or 10.9%, compared to the same period in 2025, primarily driven by an increase in interest expense associated with the term loan under the 2026 Credit Agreement following the April 2026 refinancing and a decrease in our interest income from lower investment balances in money market funds, partially offset by an increase in interest income on our interest rate swaps.
Other income (expense), net
| (In thousands, except percentages) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Other income (expense), net | $ | (1,570) | $ | 8,128 | $ | 706 | $ | (10,546) | |||||||||||||||
| Percentage of revenue | (0.8 | %) | 3.3 | % | 0.1 | % | (1.4 | %) | |||||||||||||||
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Other income (expense), net for the three months ended September 30, 2026 was $(1.6) million, compared to $8.1 million for the same period in 2025. Other income (expense), net for the nine months ended September 30, 2026 was $0.7 million, compared to $(10.5) million for the same period in 2025. These changes in other income (expense), net for the three and nine months ended September 30, 2026 and 2025 were primarily driven by foreign currency exchange.
Income tax provision
| (In thousands, except percentages) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Income tax expense | $ | (6,622) | $ | (9,500) | $ | (15,594) | $ | (21,977) | |||||||||||||||
| Effective tax rate | 17.3 | % | 15.5 | % | (55.6 | %) | (8.0 | %) | |||||||||||||||
Income tax expense was $6.6 million for the three months ended September 30, 2026, compared to $9.5 million for the same period in 2025, and $15.6 million for the nine months ended September 30, 2026, compared to $22.0 million for the same period in 2025. The change in income tax for both periods was primarily due to the geographical distribution of the Company's earnings and a resulting decrease in foreign taxes, including Pillar Two minimum taxes, and the Company's inability to recognize tax benefits on losses in certain jurisdictions, partially offset by nondeductible stock-based compensation and the recording of a valuation allowance against certain deferred tax assets.
Pillar Two Minimum Tax
On December 20, 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where we operate, including the UK and certain EU member states, and is effective for our financial year beginning January 1, 2024. We have performed an assessment of our exposure to Pillar Two income taxes, including our ability to qualify for transitional safe harbor relief under the GloBE rules. While we expect to qualify for transitional safe harbor relief in most jurisdictions in which we operate, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as “stateless” constituent entities under the Pillar Two model rules. Our income tax expense (benefit) for the nine months ended September 30, 2026 and 2025, includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. On January 5, 2026, the OECD released Administrative Guidance containing the Side-by-Side agreement (“SbS System”) as part of a broader package of Administrative Guidance on Pillar Two. The SbS System introduces two new Pillar Two safe harbors: (i) the Side-by-Side Safe Harbor (“SbS SH”) for MNE Groups headquartered in jurisdictions with both eligible domestic and worldwide tax systems; and (ii) the Ultimate Parent Entity Safe Harbor (“UPE SH”) for MNE Groups with a UPE located in a jurisdiction that has an eligible domestic tax system but not an eligible worldwide tax system. The Central Record for purposes of the Global Minimum Tax was updated on January 5, 2026 to reflect that the United States is an eligible jurisdiction for the SbS SH. On July 13, 2026, the UK published draft legislation implementing the OECD's Pillar Two guidance on the SbS SH into UK domestic law. While the draft legislation has not yet been implemented as of September 30, 2026, the proposed provisions are intended to apply retrospectively to accounting periods beginning on or after January 1, 2026. At this time, we expect the SbS SH to have a significant future impact to the Company and our Pillar Two computations. However, given the absence of implementing legislation as of September 30, 2026, no impact has been recorded for the nine months ended September 30, 2026. We will continue to monitor the implementation of Pillar Two legislation (both proposed and enacted) by individual countries, including administrative guidance on the application of the GloBE rules, and will continue to evaluate the potential impact to our financial position.
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP, however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment charge, costs associated with restructuring and loss on extinguishment of debt, as management does not believe these expenses are representative of our core earnings.
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We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue. In addition to Adjusted EBITDA and Adjusted EBITDA margin, we believe free cash flow and free cash flow conversion provide useful information regarding how cash provided by (used in) operating activities compares to the capital expenditures required to maintain and grow our business, and our available liquidity, after funding such capital expenditures, to service our debt, fund strategic initiatives, effectuate discretionary share repurchases and strengthen our balance sheet, as well as our ability to convert our earnings to cash. Additionally, we believe such metrics are widely used by investors, securities analysts, ratings agencies and other parties in evaluating liquidity and debt-service capabilities. We calculate free cash flow and free cash flow conversion using methodologies that we believe can provide useful supplemental information to help investors better understand underlying trends in our business.
Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:
•Adjusted EBITDA and Adjusted EBITDA margin exclude the recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;
•Adjusted EBITDA and Adjusted EBITDA margin do not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA and Adjusted EBITDA margin exclude stock-based compensation expense and employer costs related to stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;
•Adjusted EBITDA and Adjusted EBITDA margin do not reflect the interest and derivative (gains) losses, net or the cash requirements to service interest or principal payments on our indebtedness, and free cash flow does not reflect the cash requirements to service principal payments on our indebtedness;
•Adjusted EBITDA and Adjusted EBITDA margin do not reflect income tax (benefit) provision we are required to make; and
•Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.
Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.
To properly and prudently evaluate our business, we encourage investors to review the financial statements included elsewhere in this report and not rely on a single financial measure to evaluate our business. We also strongly urge investors to review the reconciliation of net earnings (loss) to Adjusted EBITDA, the computation of Adjusted EBITDA margin as compared to net earnings (loss) margin which is net earnings (loss) as a percentage of revenue, the reconciliation of net cash provided by (used in) operating activities to free cash flow, and the computation of free cash flow conversion as compared to operating cash flow conversion, which is net cash provided by (used in) operating activities as a percentage of net earnings (loss) in each case set forth below.
We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment charge, restructuring costs and loss on extinguishment of debt. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA. Operating cash flow conversion represents net cash provided by (used in) operating activities as a percentage of net earnings (loss).
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The following table reconciles our non-GAAP financial measures to the most comparable GAAP financial measures for the periods presented:
| (In thousands, except percentages) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||
| Net earnings (loss) | $ | 31,636 | $ | 51,645 | $ | (43,635) | $ | (295,507) | ||||||||||||||||||
| Add back: | ||||||||||||||||||||||||||
| Income tax provision (benefit) | 6,622 | 9,500 | 15,594 | 21,977 | ||||||||||||||||||||||
Interest and derivative (gains) losses, net(1) | 14,714 | 10,641 | 36,534 | 32,949 | ||||||||||||||||||||||
| Depreciation and amortization expense | 3,709 | 4,642 | 12,018 | 20,858 | ||||||||||||||||||||||
| Stock-based compensation expense | 13,350 | 11,610 | 33,687 | 21,597 | ||||||||||||||||||||||
Employer costs related to stock-based compensation(2) | 177 | 364 | 720 | 1,553 | ||||||||||||||||||||||
Litigation costs, net of insurance reimbursements(3) | (12,500) | 2,870 | (12,494) | 4,955 | ||||||||||||||||||||||
Foreign exchange (gain) loss(4) | 1,484 | (7,667) | (2,276) | 10,387 | ||||||||||||||||||||||
Restructuring costs(5) | 134 | 1,191 | 2,604 | 14,579 | ||||||||||||||||||||||
Transaction and other costs(6) | 1,138 | 59 | 2,487 | 1,644 | ||||||||||||||||||||||
| Changes in fair value of contingent earn-out liability | — | (1,596) | (36) | (2,177) | ||||||||||||||||||||||
| Changes in fair value of investments in equity securities | 85 | — | 84 | 58 | ||||||||||||||||||||||
Tax receivable agreement liability remeasurement expense(7) | — | (186) | — | 700 | ||||||||||||||||||||||
Impairment charge(8) | — | — | 169,256 | 408,486 | ||||||||||||||||||||||
Loss on extinguishment of debt(9) | — | — | 1,485 | — | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 60,549 | $ | 83,073 | $ | 216,028 | $ | 242,059 | ||||||||||||||||||
| Net earnings (loss) margin | 15.3 | % | 21.0 | % | (6.9 | %) | (39.9 | %) | ||||||||||||||||||
| Adjusted EBITDA margin | 29.2 | % | 33.7 | % | 34.3 | % | 32.6 | % | ||||||||||||||||||
| Net cash provided by operating activities | $ | 186,890 | $ | 191,300 | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Capital expenditures | (8,869) | (8,945) | ||||||||||||||||||||||||
| Free cash flow | $ | 178,021 | $ | 182,355 | ||||||||||||||||||||||
| Operating cash flow conversion | * | * | ||||||||||||||||||||||||
| Free cash flow conversion | 82.4 | % | 75.3 | % | ||||||||||||||||||||||
* Not meaningful.
(1)Includes interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.
(2)Represents employer portion of Social Security and Medicare payroll taxes domestically, National Insurance contributions in the United Kingdom and comparable costs internationally related to the settlement of equity awards.
(3)Represents certain litigation costs, net of insurance proceeds, associated with pending litigations or settlements of litigation that arise outside of the ordinary course of business.
(4)Represents foreign exchange (gain) loss due to foreign currency transactions.
(5)Represents costs associated with discontinuing the operations of the Fruitz and Official apps and the 2025 Restructuring Plan, such as severance, benefits and other related costs.
(6)Represents transaction and other costs primarily related to acquisitions and divestiture of business, and debt financing-related costs associated with the Company's April 2026 refinancing.
(7)Represents recognized adjustments to the tax receivable agreement liability prior to its amendment in November 2025.
(8)Represents impairment charges to indefinite-lived intangible assets and goodwill in the second quarter of 2026, to the Official asset group in the first quarter of 2025, and to indefinite-lived intangible assets, goodwill and Fruitz held for sale in the second quarter of 2025.
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(9)Represents the loss in connection with the repayment of the Term Loans under the 2020 Credit Agreement and the termination of the 2020 Revolving Credit Facility.
Liquidity and Capital Resources
Overview
As of September 30, 2026, we had $190.3 million of cash and cash equivalents, an increase of $14.5 million from December 31, 2025. Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, funding of our debt obligations and any voluntary prepayments, partnership tax distributions, income tax payments and effectuating share repurchases as discussed below. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.
In April 2026, certain of our subsidiaries entered into the 2026 Credit Agreement providing for a $475.0 million senior secured term loan facility, which matures in April 2030, and a senior priority revolving credit agreement providing for a $50.0 million senior secured revolving credit facility (the “2026 Revolving Credit Facility”), which matures in January 2030. The proceeds from the 2026 Credit Agreement, together with cash on hand, were used to repay in full and terminate our existing indebtedness under the 2020 Credit Agreement (as defined below). The 2026 Revolving Credit Facility, which replaces the 2020 Revolving Credit Facility (as defined below), provides additional liquidity for general corporate purposes and working capital. The 2026 Credit Agreement bears interest at Term SOFR plus 8.0% or a base rate plus 7.0%. For additional information, see Note 8, Debt, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. There were no share repurchases during the nine months ended September 30, 2026. During the nine months ended September 30, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. As of September 30, 2026, all treasury shares were retired, and a total of $50.1 million remained available for repurchase under the repurchase program.
In June 2025, we announced our decision to reduce our global workforce by approximately 240 roles, representing approximately 30% of our employees, as we realigned our operating structure to optimize execution on our strategic priorities. As a result, we expect to incur approximately $16.0 million of total non-recurring charges through the end of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees. In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps. The Official app was discontinued during the second quarter of 2025 and Fruitz was sold to a third party in July 2025. We incurred $1.4 million of expenses through the third quarter of 2025, primarily related to employee severance, benefits and related charges for impacted employees. During the nine months ended September 30, 2026 and 2025, we made cash payments of $2.7 million and $12.6 million, respectively, in connection with our restructuring activities.
Cash Flow Information
The following table summarizes our unaudited condensed consolidated cash flow information for the periods presented:
| (In thousands) | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | $ | 186,890 | $ | 191,300 | |||||||
| Investing activities | (8,869) | (8,945) | |||||||||
| Financing activities | (164,095) | (79,894) | |||||||||
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Operating activities
Net cash provided by operating activities was $186.9 million and $191.3 million, respectively, in the nine months ended September 30, 2026 and 2025, which was driven by a net loss of $(43.6) million and $(295.5) million, non-cash adjustments of $222.2 million and $477.3 million, and changes in assets and liabilities of $8.3 million and $9.5 million in the nine months ended September 30, 2026 and 2025, respectively. Non-cash adjustments during the nine months ended September 30, 2026 and 2025 included impairment charges of $169.3 million and $408.5 million, respectively. Changes in assets and liabilities during the nine months ended September 30, 2026 consisted primarily of: changes in accounts receivable of $20.5 million driven by timing of cash receipts and changes in accounts payable of $(7.3) million driven by timing of payments. Changes in assets and liabilities during the nine months ended September 30, 2025 consisted primarily of: changes in other noncurrent assets and liabilities, net of $7.5 million driven by noncurrent income taxes payable.
Investing activities
Net cash used in investing activities related to capital expenditures was $8.9 million for each of the nine months ended September 30, 2026 and 2025.
Financing activities
Net cash used in financing activities was $164.1 million and $79.9 million in the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026, we used $590.6 million to repay the term loans under the 2020 Credit Agreement and $14.8 million in principal payments on our 2026 Credit Agreement. In addition, we received $456.0 million in net proceeds from the term loan under the 2026 Credit Agreement and paid $7.5 million for related debt issuance costs. During the nine months ended September 30, 2025, we used $28.7 million for share repurchases of our Class A common stock, $8.9 million for tax receivable agreement payments, $5.2 million for cash distribution payments to the noncontrolling interest holders and $29.3 million to repay a portion of the term loans under the 2020 Credit Agreement. During the nine months ended September 30, 2026 and 2025, we used $7.2 million and $7.8 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units.
Indebtedness
Credit Agreement
On April 24, 2026, certain of our subsidiaries entered into the 2026 Credit Agreement providing for a senior secured term loan facility in an aggregate principal amount of $475.0 million. The term loan was issued with a $28.5 million discount and will mature on April 24, 2030. It bears interest, at the borrower's election, at a rate equal to the Term SOFR plus 8.0% or a base rate plus 7.0%. The interest rate in effect as of September 30, 2026 was 11.69%. The loan amortizes in equal monthly installments, with annual amortization of 12.5% of the original principal amount for one year beginning July 2026 and 15.0% thereafter, and is subject to customary mandatory prepayments, including from excess cash flow and certain asset sale proceeds. The obligations are secured by substantially all of the assets of Buzz Finco LLC (the “Borrower”), one of our wholly owned subsidiaries, and certain of the Borrower's subsidiaries that guarantee the obligation. We incurred issuance costs of approximately $7.0 million in connection with the 2026 Credit Agreement. As of September 30, 2026, the outstanding balance under the 2026 Credit Agreement was $460.2 million.
In addition, on April 24, 2026, certain of our subsidiaries entered into the 2026 Revolving Credit Agreement providing for a senior secured revolving credit facility in an aggregate principal committed amount of $50.0 million, including $10.0 million of letters of credit capacity, maturing on January 23, 2030. The 2026 Revolving Credit Facility is available for general corporate purposes and working capital. Borrowings under the 2026 Revolving Credit Agreement bear interest, at the borrower's election, at a rate equal to Term SOFR plus 4.00% or the base rate plus 3.00%. The 2026 Revolving Credit Agreement requires the payment of an unused commitment fee ranging from 0.375% to 0.5% per annum on undrawn commitments, based on our total leverage ratio, as well as customary letter of credit fees and an annual administrative agency fee. As of September 30, 2026, amounts available under the revolving credit facility were $50.0 million. We incurred issuance costs of approximately $1.0 million in connection with the 2026 Revolving Credit Agreement.
The 2026 Credit Agreement and the 2026 Revolving Credit Agreement contain customary events of default and financial affirmative and negative covenants, including limitations on additional indebtedness, liens, restricted payments and investments, and contain financial maintenance covenants, including a maximum consolidated total leverage ratio of 3.00 to 1.00 with incremental step downs over time to reach 2.00 to 1.00 on June 30, 2028, and a minimum liquidity requirement that initially was $25.0 million and increased to $50.0 million in September 2026 after the five-month anniversary of the closing date of the credit agreements. As of September 30, 2026, and at all times during the nine months ended September 30, 2026, we were in compliance with the financial debt covenants.
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Prior to entering into the 2026 Credit Agreement and 2026 Revolving Credit Agreement, certain of our subsidiaries, including the Borrower, were party to a credit agreement (as amended, the “2020 Credit Agreement”), pursuant to which we borrowed an aggregate principal amount of $575.0 million through a seven-year term loan (“Original Term Loan”) and $275.0 million through a seven-year incremental term loan (the “Incremental Term Loan,” and collectively with the Original Term Loan, the “Term Loans”). The proceeds from the 2026 Credit Agreement, together with cash on hand, were used to repay in full and terminate our outstanding indebtedness under the 2020 Credit Agreement. In addition, the 2020 Credit Agreement provided for a $50.0 million senior secured revolving credit facility (the “2020 Revolving Credit Facility”), which was originally scheduled to mature on June 17, 2026 and included $25.0 million of letters of credit capacity. The 2020 Revolving Credit Facility was terminated on April 24, 2026 in connection with our entry into the 2026 Revolving Credit Agreement. In connection with the repayment of the Term Loans and the termination of the 2020 Revolving Credit Facility, we recognized a loss of $1.5 million on extinguishment of debt, primarily related to the write-off of unamortized debt issuance costs during the nine months ended September 30, 2026.
Contractual Obligations and Contingencies
The following table summarizes our contractual obligations as of September 30, 2026:
| Payments due | ||||||||||||||||||||
| (In thousands) | Total | Less than 1 year | More than 1 year | |||||||||||||||||
| Long-term debt, including interest | $ | 460,156 | $ | 62,344 | $ | 397,812 | ||||||||||||||
| Operating lease liabilities, including imputed interest | 8,162 | 4,073 | 4,089 | |||||||||||||||||
Other (1) | 47,647 | 6,239 | 41,408 | |||||||||||||||||
| Total | $ | 515,965 | $ | 72,656 | $ | 443,309 | ||||||||||||||
(1) We have contractual obligations with various third parties. On December 12, 2025, we amended an agreement with one of our third-party service providers related to cloud services. Under the amended terms, we are committed to pay minimum amounts to the third-party over five consecutive years beginning in December 2025 for a total amount of $56.0 million. If we fail to meet a minimum annual commitment in any period or upon early termination as defined in the agreement, we will be required to pay any unsatisfied minimum commitment amounts, subject to certain rollover provisions. As of September 30, 2026, our minimum commitment remaining with this third-party was $37.7 million. In addition, we have an agreement with another third party related to cloud services, under which we are committed to pay a total of $12.4 million over a period of 36 months beginning October 2024. At the end of the 36 months, or upon early termination, any unused consumption capacity will expire unless a renewal agreement is executed. As of September 30, 2026, our total commitment fee remaining with this third-party was $4.3 million. The remaining contractual obligation of $5.6 million as of September 30, 2026 relates to individually immaterial contractual obligations with various other third-party service providers.
Additionally, we have the following contractual obligations not reflected in the table set forth above:
In connection with the Sponsor Acquisition in January 2020, we entered into a contingent consideration arrangement, consisting of an earn-out payment to the former shareholders of Worldwide Vision Limited of up to $150.0 million. The timing and amount of such payments that we may be required to make is not reflected in the contractual obligations table set forth above as the payment to the former shareholders of Worldwide Vision Limited is dependent upon the achievement of a specified return on invested capital by our Sponsor. For additional information, see Note 7, Fair Value Measurements, to the unaudited condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”
Critical Accounting Policies and Estimates
We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our 2025 Form 10-K for the year ended December 31, 2025. There have been no significant changes to these accounting policies and estimates for the nine months ended September 30, 2026.
Related Party Transactions
For discussions of related party transactions, see Note 11, Related Party Transactions, to the condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Foreign Currency Exchange Risk
We conduct business in certain foreign markets, primarily in the United Kingdom and the European Union. For the three months ended September 30, 2026 and 2025, revenue outside of the United States accounted for 58.9% and 56.8% of consolidated revenue, respectively. For the nine months ended September 30, 2026 and 2025, revenue outside of the United States accounted for 58.4% and 55.3% of consolidated revenue, respectively. Our primary exposure to foreign currency exchange risk is the underlying paying user’s functional currency other than the U.S. Dollar, primarily the British Pound and Euro. As foreign currency exchange rates change, translation of the statements of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. The average Euro versus the U.S. Dollar exchange rate was 3.2% lower and 3.4% higher in the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively. The average British Pound versus the U.S. Dollar exchange rate was 0.5% and 3.0% lower in the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively.
Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations. We performed a sensitivity analysis as of September 30, 2026 and 2025. A hypothetical 10% change in British Pound and Euro, relative to the U.S. Dollar, would have changed revenue by $16.6 million and $18.8 million for the nine months ended September 30, 2026 and 2025, respectively, with all other variables held constant. This accounts for 2.6% and 2.5% of total revenue for the nine months ended September 30, 2026 and 2025, respectively.
Beginning in the third quarter of 2025, we entered into foreign currency forward contracts to manage the volatility of cash flows from revenues transactions denominated in foreign currencies, primarily in Euro. Changes in the fair value of these foreign currency contracts are recorded as a component of Accumulated Other Comprehensive Income until the forecasted transaction occurs, at which point the related gain and losses are reclassified into earnings. As of September 30, 2026, we had no foreign exchange forward contracts outstanding.
Interest Rate Risk
On April 24, 2026, the Company entered into the 2026 Credit Agreement. The proceeds from the 2026 Credit Agreement, together with cash on hand, were used to repay in full and terminate the Company's outstanding indebtedness under the 2020 Credit Agreement. At September 30, 2026, we had outstanding debt with a carrying value of $438.2 million under the 2026 Credit Agreement. With consideration of the financial impact of our interest rate swaps, a hypothetical interest rate increase of 1% would have increased interest expense for the three and nine months ended September 30, 2026 by $0.3 million and $1.3 million, respectively, based upon the outstanding debt balances and interest rates in effect during that period.
Borrowings under our 2026 Credit Agreement bear interest at a variable market rate. In order to reduce the financial impact of increases in interest rates, we have two interest rate swaps with a total notional amount of $350.0 million that fix the variable interest rate element on $350.0 million of the long-term debt at a rate of 3.18%. These interest rate swaps expire in January 2027.
For additional information, see Note 8, Debt, to the unaudited condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Bumble’s management conducted an evaluation, under the supervision and with the participation of its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and our disclosure controls and procedures (as defined by Rule 13a-15(e) and 15d-15(e) of the Exchange Act) at September 30, 2026. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based upon the evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective at September 30, 2026.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 13, Commitments and Contingencies—Litigation, to our unaudited condensed consolidated financial statements included in Part I, “Item 1—Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors.
For a discussion of our risk factors, see Part I, “Item 1A—Risk Factors” of our 2025 Form 10-K and Part II, “Item 1A—Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. Refer also to the other information set forth in this Quarterly Report on Form 10-Q, including in the “Special Note Regarding Forward-Looking Statements,” and in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 1—Financial Statements (Unaudited).” Other than the risk factors set forth below and in Part II, “Item 1A—Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, there have been no material changes to the risk factors disclosed in our 2025 Form 10-K.
The Merger is subject to a number of conditions and required regulatory approvals, which may not be satisfied in a timely manner or at all.
On October 12, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Oak Merger Sub 1, Inc. (“Merger Sub 1”), a wholly owned subsidiary of Ithaca Holdco, Inc. (“Ithaca”) will merge with and into the Company (the “Corporate Merger”), and Oak Merger Sub 2, LLC (“Merger Sub 2”), also a wholly owned subsidiary of Ithaca, will merge with and into Buzz Holdings L.P. (“Opco”) (such merger, the “Opco Merger”), with the Company surviving the Corporate Merger as a wholly owned subsidiary of Ithaca, and Opco surviving the Opco Merger as a wholly owned subsidiary of Ithaca (collectively, the “Merger”).
The closing of the Merger is subject to certain conditions, including (i) the absence of any order issued by a governmental authority of competent jurisdiction or law prohibiting the consummation of the Merger; (ii) the expiration or termination of the waiting period applicable to the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) certain other approvals and clearances by government authorities (including the expiration of any waiting periods in respect thereof); (iv) the mailing of an information statement pursuant to Schedule 14C of the Securities Exchange Act of 1934, as amended, and the passage of 20 days; (v) the accuracy of the representations and warranties of the parties (subject to customary materiality qualifiers); (vi) each party’s performance in all material respects of its covenants and obligations contained in the Merger Agreement; and (vii) in the case of Ithaca’s obligation to close, the absence of the occurrence of a material adverse effect on us. Such closing conditions may not be satisfied (or waived, if permitted by the Merger Agreement and applicable law) within the expected timeframe or at all. Many of the conditions to completion of the Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if permitted by the Merger Agreement and applicable law). In addition, the regulatory agencies from which certain of these approvals and clearances will be sought have broad discretion in administering the governing regulations. As a condition to their clearance of the Merger, agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the parties’ business. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the consummation of the Merger. The parties to the Merger Agreement may not receive the necessary approvals for the transaction or receive them within the expected timeframe. The Merger may fail to close for other reasons including, but not limited to, changes in domestic or global and general and industry-specific economic and market conditions.
Uncertainties associated with the Merger could materially adversely affect our business, financial condition and results of operations.
The announcement and pendency of the Merger, as well as any delays in the expected timeframe, could cause disruption and create uncertainties, which could have a material adverse effect on our business, financial condition and results of operations, regardless of whether the Merger is completed. These risks include, but are not limited to:
•an adverse effect on our relationship with our members, including if the number of members or Total Paying Users declines as a result of a negative perception of the Merger;
•distraction of our current personnel as a result of the Merger, which could result in a decline in their productivity or cause distractions in the workplace;
•difficulties in attracting and retaining key personnel;
•a diversion of a significant amount of management time and resources towards completion of the Merger;
•being subject to certain restrictions on the conduct of our business;
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•possibly forgoing certain business opportunities or strategic transactions that we might otherwise pursue absent the pending Merger;
•significant or unexpected costs, charges or expenses resulting from the proposed Merger, including the requirement that we pay Ithaca a termination fee of $29.0 million if the Merger Agreement is terminated under certain specified circumstances;
•uncertainties related to the continued availability of capital and financing and rating agency actions;
•potential litigation relating to the Merger that could prevent or delay the Merger or otherwise negatively impact our business; and
•other developments beyond our control.
Failure to complete the Merger within the expected timeframe, or at all, could materially adversely affect our business, financial condition and results of operations.
The closing of the Merger may not occur on the expected timeline or at all. While it is currently anticipated that the Merger will be consummated pursuant to the terms set out in the definitive agreement, we cannot assure you that the conditions set forth in the Merger Agreement and related transaction agreements will be satisfied (or waived, if permitted by the Merger Agreement and applicable law) in a timely manner or at all, or that an effect, event, development, or change will not transpire that could delay or prevent these conditions from being satisfied (or waived, if permitted by the Merger Agreement and applicable law).
In addition, we cannot assure you that we or Ithaca will not terminate the Merger Agreement if entitled to do so. The Merger Agreement contains certain termination rights for us and Ithaca, including, among others, (i) if the Merger is not consummated on or before 5:00 p.m., Eastern time, on July 12, 2027 or (ii) there shall have been any (A) Applicable Law (as defined in the Merger Agreement) enacted or promulgated after the date of the Merger Agreement that is then in effect making the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger or (B) Order (as defined in the Merger Agreement) issued by any Governmental Authority (as defined in the Merger Agreement) of competent jurisdiction rendering illegal, or restraining, enjoining or otherwise prohibiting the consummation of the Merger and such injunction or other Order shall have become final and non-appealable. The Merger Agreement also contains certain additional termination rights that may be exercised unilaterally by us or Ithaca.
If the Merger Agreement is terminated and the Merger is not consummated, the price of our Class A common stock may decline and you may not recover your investment or receive a price for your shares similar to what has been offered pursuant to the Merger. Such a decline could also make it difficult to find a party willing to offer equivalent or more attractive consideration than Ithaca in the Merger.
We have also incurred, and will continue to incur, substantial costs, expenses and fees for professional services and other transaction costs in connection with the Merger. Any such delay in the consummation of the Merger will lead to additional costs to be incurred by us. Factors beyond our control could materially affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. In addition, upon termination of the Merger Agreement in specified circumstances, we may be required to pay Ithaca a termination fee of $29.0 million. If we are required to pay this termination fee, such fee, together with costs incurred to execute the Merger Agreement and pursue the Merger, could materially adversely affect our business, financial condition and results of operations.
The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger and may discourage other third parties from offering a favorable alternative transaction proposal.
Under the Merger Agreement, we are subject to a customary “no-shop” provision that restricts us (including, as applicable, our Board of Directors and our special committee), our subsidiaries and their respective representatives, from soliciting Acquisition Proposals (as defined in the Merger Agreement) from third parties or providing information to or participating in any discussions or negotiations with third parties regarding Acquisition Proposals.
These provisions could discourage a third party that may have an interest in acquiring all or a significant part of our business from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the consideration in the Merger. If the Merger Agreement is terminated and we decide to seek another business combination, we may not be able to negotiate or consummate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement. In certain circumstances, we would be required to pay Ithaca a termination fee of $29.0 million if such a business combination is agreed to or consummated within 12 months after such termination.
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We are subject to certain restrictions on the conduct of our business under the terms of the Merger Agreement.
Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to use our commercially reasonable efforts to conduct our business in accordance with applicable law and preserve intact the material components of our current business organization, to conduct our business in the ordinary course consistent with past practice in all material respects, and to not engage in certain specified activities without Ithaca’s prior consent. We may find that these and other obligations in the Merger Agreement may delay or prevent us from responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management and Board of Directors believe such responses may be advisable. Such limitations could adversely affect our business, financial condition and results of operations and our perceived acquisition value, regardless of whether the Merger is completed. These risks described may be exacerbated by delays or other adverse developments with respect to the completion of the Merger.
Uncertainties associated with the Merger may cause a loss of our employees during the pendency of the Merger and under Ithaca’s ownership following the Merger.
Our current and prospective employees may experience uncertainty about their future roles under Ithaca’s management following the Merger, which may materially adversely affect our ability to attract, retain, and motivate key personnel during the pendency of the Merger. Our employees could lose productivity as a result of uncertainty regarding their employment following the Merger. Key personnel may depart because of issues relating to the uncertainty and difficulty of the post-closing operations of our business or a desire not to remain with us under Ithaca’s management following the Merger. Accordingly, no assurance can be given that we will be able to retain key employees to the same extent that we have been able to in the past. We may lose significant expertise and talent relating to our business. The loss of any member of the senior management team could impair our ability to execute our business plan and growth strategy, have a negative impact on our revenues and the effective working relationships that our executive management have developed and cause employee morale problems and the loss of additional key employees.
Lawsuits may be filed against us and the members of our Board of Directors arising out of the proposed Merger, which may delay or prevent the proposed Merger or otherwise negatively affect our business and operations.
Putative stockholder complaints, including stockholder class action complaints and other complaints, may be filed against us, our Board of Directors and others in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and we may not be successful in defending against any such future claims. Lawsuits that may be filed against us, our Board of Directors or others could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, and otherwise materially adversely affect our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. During the third quarter of 2026, we did not purchase any shares under the program, which had remaining authorization of $50.1 million as of September 30, 2026.
Item 5. Other Information
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Item 6. Exhibits.
The following is a list of all exhibits filed or furnished as part of this report:
| Exhibit Number | Description | |||||||
| 2.1 | ||||||||
| 2.2 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
_________________
* Filed herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BUMBLE INC. | ||||||||
Date: November 4, 2026 | By: | /s/ Whitney Wolfe Herd | ||||||
Whitney Wolfe Herd | ||||||||
| Chief Executive Officer | ||||||||
Date: November 4, 2026 | By: | /s/ Kevin D. Cook | ||||||
Kevin D. Cook | ||||||||
Chief Financial Officer | ||||||||
50
Exhibit 31.1
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Whitney Wolfe Herd, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Bumble Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 4, 2026
| /s/ Whitney Wolfe Herd | |||||
| Whitney Wolfe Herd | |||||
| Chief Executive Officer | |||||
| (principal executive officer) | |||||
Exhibit 31.2
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin D. Cook, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Bumble Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 4, 2026
| /s/ Kevin D. Cook | |||||
Kevin D. Cook | |||||
| Chief Financial Officer | |||||
| (principal financial officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bumble Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Whitney Wolfe Herd, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 4, 2026
| /s/ Whitney Wolfe Herd | |||||
| Whitney Wolfe Herd | |||||
| Chief Executive Officer | |||||
| (principal executive officer) | |||||
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bumble Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin D. Cook, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 4, 2026
/s/ Kevin D. Cook | |||||
Kevin D. Cook | |||||
| Chief Financial Officer | |||||
| (principal financial officer) | |||||
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.