8-K
Bumble Inc. (BMBL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2025
Bumble Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-40054 | 85-3604367 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 1105 West 41st Street | ||
| Austin, Texas | 78756 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 512 696-1409
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Class A common stock, par value $0.01 per share | BMBL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
| Item 2.05 | Costs Associated with Exit or Disposal Activities. |
|---|
On June 23, 2025, the Board of Directors of Bumble Inc. (the “Company”) approved a reduction in the Company’s global workforce by approximately 240 roles, representing approximately 30% of the Company’s employees, as the Company realigns its operating structure to optimize execution on its strategic priorities. As a result, the Company expects to incur approximately $13 million to $18 million of non-recurring charges, consisting primarily of employee severance, benefits, and related charges, for impacted employees. Substantially all of these charges are expected to result in future cash outlays.
The Company expects that the charges will be incurred primarily in the third and fourth quarters of 2025. The actions associated with the elimination of positions are subject to local law and consultation requirements in certain countries, which may extend this process beyond the fourth quarter of 2025. These estimates are subject to a number of assumptions and actual expenses may differ materially from the estimates disclosed above.
| Item 7.01 | Regulation FD Disclosure. |
|---|
Cost Savings
The Company expects to achieve up to $40 million of annual cost savings in connection with the global workforce reduction disclosed in Item 2.05 of this Current Report on Form 8-K. The Company plans to reinvest the substantial majority of these savings in strategic initiatives including product and technology development.
Updated Outlook
A reconciliation of Adjusted EBITDA (as defined below) to net earnings (loss) calculated under generally accepted accounting principles in the United States (“GAAP”) has not been provided for the updated outlook included below as the quantification of certain items included in the calculation of GAAP net earnings (loss) cannot be calculated or predicted at this time without unreasonable efforts. For example, the non-GAAP adjustment for stock-based compensation expense requires additional inputs such as number of shares granted and market price that are not currently ascertainable, and the non-GAAP adjustment for certain legal, tax and regulatory reserves and expenses depends on the timing and magnitude of these expenses and cannot be accurately forecasted. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on its future GAAP financial results.
The Company is also updating its previously announced financial outlook for the second quarter 2025. The Company now expects total Bumble Inc. revenue between $244 million and $249 million, and adjusted EBITDA between $88 million and $93 million.
Employee Communication
On June 25, 2025, the Company issued an employee communication relating to the workforce reduction, which is shared in part as Exhibit 99.1 to this Form 8-K and is incorporated by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current views with respect to, among other things: its operations, including the plan to implement a global workforce reduction and restructuring of the Company’s operations and the plan’s expected impact; its financial performance; its industry and its business. 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 those described under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) as such factors may be updated from time to time in the Company’s periodic filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
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Non-GAAP Financial Measures
We report our financial results in accordance with GAAP; management believes, however, 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 earnings before interest, taxes, depreciation and amortization (“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, 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 loss, and costs associated with restructuring, as management does not believe these expenses are representative of our core earnings.
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.
Adjusted EBITDA is defined 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, 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 loss, and restructuring costs.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit<br> <br>Number | Description of Exhibit |
|---|---|
| 99.1 | Message from CEO Whitney Wolfe Herd to employees on June 25, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
| BUMBLE INC. | ||
|---|---|---|
| Date: June 25, 2025 | By: | /s/ Deirdre Runnette |
| Name: | Deirdre Runnette | |
| Title: | Chief Legal Officer |
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EX-99.1
Exhibit 99.1
On June 25, 2025, Whitney Wolfe Herd, Founder and Chief Executive Officer of Bumble Inc. (the “Company”), shared the following message with the Company’s employees:
Team,
This is a hard note to write – and I know it’s a hard one to read. But I’ve always promised to lead with honesty, clarity, and care, even when it’s difficult.
Bumble, like the online dating industry itself, is at an inflection point. In recent months, we’ve been rebuilding – returning to what makes us trusted, unique, and deeply human. But intentional rebuilding requires hard decisions. Today, we are marking one of the most difficult: we are reducing the size of our team. This decision is not a reflection of any individual but rather where we are going as a company and what we are building for.
The reality is, we need to take decisive action to restructure to build a company that’s resilient, intentional, and ready for the next decade. We’ve reset our strategy, and are going back to a start-up mentality – rooted in an ownership mindset and team structures designed for faster, more meaningful execution.
Bumble was built on a beautiful idea: that people deserve to feel safe and empowered in love, friendship, and life. To uphold that promise, we have to evolve how we work and the shape of our teams. That means:
| • | Prioritizing core product innovation and addressing the big opportunities in how technology shapes human<br>connection |
|---|---|
| • | Returning to a member-first approach and investing in member health |
| --- | --- |
| • | Becoming a faster, more decisive, and more agile organization – ready to meet the moment and the<br>opportunity ahead |
| --- | --- |
I know this decision affects people – friends and colleagues – who have poured so much into Bumble, and many of you who will enter the consultation process. We’re providing structured severance and transitional support to those impacted and we are committed to treating everyone affected with respect, compassion, and gratitude during this transition.
To those impacted: your contributions matter deeply, and you’ve left a lasting mark on this company. We thank you – for your creativity, thoughtfulness, and commitment. You will always be part of the Bumble story.
To those staying: I know this is a heavy day. Let’s honor our teammates by carrying their spirit forward – with resilience, heart, and renewed purpose.
Please take care of yourselves and each other.
With all my heart,
Whitney