Bumble Inc 8-K, filed Nov 5, 2025
Bumble Inc. (BMBL)
8-K
2025-11-05
For: 2025-11-05
View Original
Added on
April 08, 2026
About this 8-K
Bumble Inc filed this 8-K on November 5, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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): November 5, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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 Symbol | Name of each exchange on which registered | ||||||||||||
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 1.01 Entry into a Material Definitive Agreement.
On November 5, 2025 (the “Effective Date”), Bumble Inc. (the “Company”) entered into Amendment No. 1 to the Tax Receivable Agreement (the “Amendment”), by and among the Company and certain investment vehicles affiliated with the firm Blackstone Inc. (“Blackstone”) and certain investment vehicles affiliated with Whitney Wolfe Herd (together with Blackstone, the “Principal Stockholders”), which amends the Tax Receivable Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “TRA”), 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 TRA) signatory thereto. The TRA was originally entered into in connection with the Company’s initial public offering and the accompanying reorganization transactions.
The Amendment amends the TRA to provide for the payment of one-time settlement payments (each, a “Settlement Payment” and collectively, the “Settlement Payments”) in a gross amount of approximately $186 million as consideration for the complete and full termination of the Company’s payment obligations (past, current and future) under the TRA and the relinquishing of all payment rights (past, current and future) of the TRA Parties under the TRA (the payment of the Settlement Payments and the consummation of the other transactions contemplated by the Amendment, the “TRA Buyout”).
The Settlement Payments will be funded from available cash on hand of the Company and its subsidiaries.
In connection with the TRA Buyout, immediately prior to the Amendment, Blackstone and certain investment vehicles affiliated with Blackstone elected to exchange all of the Common Units (as defined in the TRA) of Buzz Holdings, L.P., a Delaware limited partnership and a subsidiary of the Company (“OpCo”), held by such entities for the Company's Class A common stock pursuant to the terms and conditions of the Exchange Agreement, dated as of February 10, 2021, by and among the Company, OpCo and the holders of common units party thereto and the Second Amended and Restated Limited Partnership Agreement of OpCo, dated as of February 10, 2021.
The terms of the Amendment were negotiated and approved by a special committee of the Company’s Board of Directors composed exclusively of independent and disinterested directors who are independent of, and not affiliated with, the Principal Stockholders or their respective affiliates.
The description of the Amendment above is a summary and is qualified in its entirety by the complete text of the Amendment, a copy of which is filed as an exhibit to this Current Report on Form 8-K (the “Report”) and is incorporated by reference in this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
The description of the circumstances surrounding the TRA Buyout in Item 1.01 above are incorporated by reference into this Item 1.02. Under the TRA, the Company was generally required to pay the TRA Parties cash payments equal to 85% of the amount of any tax benefits that the Company actually realizes, or in some cases is deemed to realize, as a result of (i) the Company’s allocable share of the Blocker’s (as defined in the TRA) share of existing tax basis acquired in connection with the Company’s initial public offering and reorganizational transactions related thereto and certain tax attributes of the Blockers, including net operating losses; (ii) certain increases in the tax basis of assets of OpCo and its subsidiaries resulting from purchases or exchanges of OpCo limited liability company units; and (iii) certain other tax benefits related to the Company’s entry into the TRA, including tax benefits attributable to certain payments that the Company makes under the TRA.
The term of the TRA commenced upon the completion of the Company’s initial public offering and would have continued until all such tax benefits had been utilized or expired, unless the Company exercised its rights to terminate the TRA or payments under the TRA were accelerated in the event of a change of control or if the Company materially breached any of its material obligations under the TRA. As a result of the TRA Buyout, the TRA Parties will have no further rights to receive payments (past, current or future) under the TRA and the Company will have no further payment obligations (past, current or future) to the TRA Parties under the TRA.
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Item 2.02 Results of Operations and Financial Condition.
On November 5, 2025, the Company announced earnings for the third quarter ended September 30, 2025. A copy of the press release regarding the Company's third quarter ended September 30, 2025 earnings is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.
The information furnished pursuant to this Item 2.02, 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 Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this Report include, but are not limited to, statements relating to the timing of the Settlement Payments and statements relating to the Company's expected performance in future periods. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results and events are subject to risks and uncertainties that could cause them to differ materially from those anticipated by the Company, including risks related to the significant transaction costs to be paid in connection with the TRA Buyout and its impact on the Company's financial condition, risks of legal proceedings that may arise as a result of the TRA Buyout and changes in applicable laws or fluctuations in the Company's taxable income that could impact the Company's ability to realize the anticipated benefits from the TRA Buyout. The forward-looking statements contained in this Report are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 28, 2025 and in other periodic reports the Company files with the SEC. The forward-looking statements in this Report are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description of Exhibit | |||||||
10.1* | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request.
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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: November 5, 2025 | By: | /s/ Kevin D. Cook | |||||||||
| Name: | Kevin D. Cook | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
4
Exhibit 10.1
AMENDMENT NO. 1 TO
THE TAX RECEIVABLE AGREEMENT
This Amendment No. 1 to the Tax Receivable Agreement (this “Amendment”) is dated as of November 5, 2025, by and among Bumble Inc., a Delaware corporation (the “Company”), and each of the undersigned parties hereto, a “TRA Amendment Party” and together, the “TRA Amendment Parties”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the TRA (as defined below).
RECITALS
WHEREAS, the TRA Amendment Parties previously entered into that certain Tax Receivable Agreement, dated as of February 10, 2021, by and among the Company and each of the other TRA Parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “TRA”);
WHEREAS, the TRA Amendment Parties desire to, among other things, amend the TRA to provide for a one-time payment to each TRA Party as set forth opposite such Person’s name on the Settlement Payment Schedule attached hereto as Exhibit A, and with such payment, (i) the TRA Parties will have no further rights to receive payments (past, current or future) under the TRA and (ii) the Company will have no further payment obligations (past, current or future) to the TRA Parties under the TRA;
WHEREAS, pursuant to, and subject to the qualifications set forth in, Section 7.6(b) of the TRA, the TRA may be amended by the Company and the TRA Parties who would be entitled to receive at least two-thirds of the total amount of the Early Termination Payments payable to all TRA Parties if the Company had exercised its right of early termination on the date of the most recent Exchange prior to such amendment;
WHEREAS, the Board has established a special committee of independent and disinterested members of the Board (the “Special Committee”) to consider a possible transaction or a series of transactions with certain TRA Parties to sell, dispose, transfer, assign or terminate all or a portion of the payments related to Tax Attributes;
WHEREAS, the Special Committee has unanimously (i) determined that it is advisable, fair to and in the best interests of the Company and its stockholders (other than the TRA Parties), and declared it advisable, to enter into this Amendment to provide for Settlement Payments in lieu of any and all amounts payable to the TRA Parties, upon the terms and subject to the conditions set forth in the TRA and this Amendment and (ii) approved and adopted this Amendment and approved the execution and delivery of this Amendment and the performance by the Company of its covenants and other obligations hereunder; and
WHEREAS, upon the effectiveness of this Amendment, the TRA Parties shall execute and deliver the TRA Termination and Release in the form attached hereto as Schedule 1 (the “TRA Termination and Release”).
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the TRA Amendment Parties hereto agree as follows:
1.Effective Time of Amendment. This Amendment shall become effective upon the date on which this Amendment has been executed by all of the parties hereto.
2.Amendments to TRA. Upon the effectiveness of this Amendment, the TRA shall be amended as follows:
a.The following shall be added at the end of Section 4.1(a) of the TRA:
“From and after the Amendment Effective Date, the Corporate Taxpayer shall have an obligation to pay, or cause to be paid, to each TRA Party an amount equal to the amount set forth opposite such Person’s name on Exhibit A to Amendment No. 1 (each, a “Settlement Payment” and collectively, the “Settlement Payments”). The Corporate Taxpayer or OpCo, as applicable and as set forth on Exhibit A, shall pay, or cause to be paid, each TRA Party’s Settlement Payment no later than ten (10) Business Days after the return by such TRA Party to the Corporate Taxpayer of a counterpart signature page to the TRA Termination and Release. Notwithstanding anything to the contrary in this Agreement, including, without limitation, Article III and this Article IV, from and after the Amendment Effective Date, the Corporate Taxpayer’s sole and exclusive payment obligations under this Agreement (for the avoidance of doubt, other than in respect of the Surviving TRA Terms (as defined in the TRA Termination and Release)) in respect of each TRA Party shall be to pay, or cause to be paid (including through a distribution from OpCo, as applicable), to such TRA Party, such Person’s Settlement Payment. Notwithstanding anything further to the contrary in this Agreement, including, without limitation, Article III and this Article IV, from and after the Amendment Effective Date, the Corporate Taxpayer will have no further payment obligations (past, current or future) to the TRA Parties under this Agreement (for the avoidance of doubt, other than in respect of the Surviving TRA Terms) upon the payment of all of the Settlement Payments pursuant to this Agreement.”
b.The following shall be added as a new Section 4.4 of the TRA:
“Section 4.4 Tax Treatment. The Parties intend that, for U.S. federal and other applicable tax purposes, each Settlement Payment shall be treated (i) with respect to each Blocker Shareholder, as additional consideration for the exchange of Blocker equity interests for Class A Shares effected as part of the Reorganization, (ii) with respect to each Settlement Payment paid as a distribution from OpCo, as a distribution under Section 731 of the Code with respect to such TRA Party’s Units and (iii) with respect to any Settlement Payment not described in clauses (i) or (ii), as additional consideration for the purchase by the Corporate Taxpayer of the applicable Units Exchanged by such TRA Party. The Parties agree to file all tax returns and take all tax positions consistently with
such treatment, except as required by a determination that is final within the meaning of Section 1313(a) of the Code, as amended, or other corresponding provision of applicable law. The Corporate Taxpayer or OpCo, as applicable, shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. To the extent that amounts are so deducted and withheld and paid over to the appropriate taxing authority by the Corporate Taxpayer or OpCo, as applicable, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable TRA Party. The Corporate Taxpayer or OpCo, as applicable, will use commercially reasonable efforts to provide advance notice to the TRA Party Representative and the applicable TRA Party of any expected deduction and withholding with respect to payments described in clauses (i) through (iii) of the first sentence of this Section 4.4, describe the basis for any determination that such deduction and withholding is required by law and use commercially reasonable efforts to cooperate with the TRA Party Representative and the applicable TRA Party to minimize the amount of any such required deduction and withholding.”
c.The following shall be added to Section 1.1 of the TRA:
“Amendment No. 1” means that certain Amendment No. 1 to the Tax Receivable Agreement entered into as of November 5, 2025, by and among the Corporate Taxpayer and the undersigned parties thereto.
“Amendment Effective Date” means November 5, 2025.
3.Effect. The TRA, as amended, is hereby confirmed in all respects and shall remain in full force and effect pursuant to the terms thereof.
4.Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (a) on the date of delivery if delivered personally, or by facsimile or email with confirmation of transmission by the transmitting equipment or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:
If to the Company, to:
Bumble Inc.
1105 West 41st Street
Austin, Texas 78756
Attention: Deirdre Runnette, Chief Legal Officer
Email: [***]
with a copy (which shall not constitute notice) to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention: Louis Goldberg; Daniel Brass
Email: louis.goldberg@davispolk.com; daniel.brass@davispolk.com
with a copy (which shall not constitute notice) to:
Goodwin Procter LLP
New York Times Building
620 Eighth Avenue
New York, NY 10018
Attention: Joshua M. Zachariah; Jean A. Lee
Email: jzachariah@goodwinlaw.com; jeanlee@goodwinlaw.com
5.Miscellaneous.
a.Entire Agreement. This Amendment, the TRA and the TRA Termination and Release constitute the entire agreement among the TRA Amendment Parties that may have related in any way to the subject matter hereof and supersede all prior agreements and understandings both written and oral (including any related discussions), among the TRA Amendment Parties with respect to the subject matter hereof.
b.Rules of Construction. The TRA Amendment Parties hereto agree that they have been represented by counsel or had the opportunity to consult with counsel during the negotiation and execution of this Amendment and therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.
c.Waivers. No waiver of any breach of any of the terms of this Amendment shall be effective unless such waiver is made expressly in writing and executed and delivered by the Party against whom such waiver is claimed. No waiver of any breach shall be deemed to be a further or continuing waiver of such breach or a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.
d.Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the TRA Amendment Parties hereto shall negotiate in good faith
to modify this Amendment so as to effect the original intent of the TRA Amendment Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
e.No Third-Party Beneficiaries. Nothing in this Amendment, expressed or implied, is intended to confer on any Person other than the TRA Amendment Parties hereto or their respective successors and assigns any rights, remedies, or liabilities under or by reason of this Amendment; provided that each of the TRA Parties (as defined in the TRA) is an express and intended third party beneficiary of this Amendment.
f.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.
g.Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the TRA Amendment Parties and delivered to the other TRA Amendment Parties, it being understood that all TRA Amendment Parties need not sign the same counterpart. Delivery of an executed signature page to this Amendment by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Amendment.
(Signature Pages Follow)
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Tax Receivable Agreement as of the date first written above.
COMPANY:
BUMBLE INC.
By: /s/ Kevin D. Cook
Name: Kevin D. Cook
Title: Chief Financial Officer
TRA PARTIES:
BLACKSTONE BUZZ HOLDINGS L.P.
| By: | BTO Holdings Manager – NQ L.L.C., its general partner | |||||||
| By: | Blackstone Tactical Opportunities Associates – NQ L.L.C., its managing member | |||||||
| By: | BTOA – NQ L.L.C., its sole member | |||||||
By: /s/ Christopher J. James
Name: Christopher J. James
Title: Authorized Person
| BLACKSTONE TACTICAL OPPORTUNITIES FUND – FD L.P. | ||||||||
| By: | Blackstone Tactical Opportunities Associates III – NQ L.P., its general partner | |||||||
| By: | BTO DE GP – NQ L.L.C., its general partner | |||||||
By: /s/ Christopher J. James
Name: Christopher J. James
Title: Authorized Person
| BLACKSTONE FAMILY INVESTMENT PARTNERSHIP – GROWTH ESC L.P. | ||||||||
| By: | BXG Side-by-Side GP L.L.C., its general partner | |||||||
By: /s/ Christopher Placca
Name: Christopher Placca
Title: Managing Director
| BCP BUZZ HOLDINGS L.P. | ||||||||
| By: | BCP VII Holdings Manager – NQ L.L.C., its general partner | |||||||
By: /s/ Robert Brooks
Name: Robert Brooks
Title: Authorized Signatory
BTO BUZZ HOLDINGS II L.P.
| By: | BTO Holdings Manager L.L.C., its general partner | |||||||
| By: | Blackstone Tactical Opportunities Associates L.L.C., its managing member | |||||||
| By: | BTOA L.L.C., its managing member | |||||||
By: /s/ Christopher J. James
Name: Name: Christopher J. James
Title: Authorized Person
| BSOF BUZZ AGGREGATOR L.L.C. | ||||||||
| By: | Blackstone Strategic Opportunity Associates L.L.C., its managing member | |||||||
By: /s/ Stephen O'Connor
Name: Stephen O'Connor
Title: Authorized Person
| BXG BUZZ HOLDINGS L.P. | ||||||||
| By: | BXG Holdings Manager L.L.C., its general partner | |||||||
By: /s/ Christopher Placca
Name: Christopher Placca
Title: Managing Director
| ACCEL GROWTH FUND V L.P. | ||||||||
| By: | Accel Growth Fund V Associates L.L.C., its general partner | |||||||
By: /s/ Richard Zamboldi
Name: Richard Zamboldi
Title: Attorney in Fact
| ACCEL GROWTH FUND V STRATEGIC PARTNERS L.P. | ||||||||
| By: | Accel Growth Fund V Associates L.L.C., its general partner | |||||||
By: /s/ Richard Zamboldi
Name: Richard Zamboldi
Title: Attorney in Fact
ACCEL GROWTH FUND V INVESTORS (2019) L.L.C.
By: /s/ Richard Zamboldi
Name: Richard Zamboldi
Title: Attorney in Fact
| ACCEL LEADERS FUND II L.P. | ||||||||
| By: | Accel Leaders Fund II Associates L.L.C., its general partner | |||||||
By: /s/ Richard Zamboldi
Name: Richard Zamboldi
Title: Attorney in Fact
| ACCEL LEADERS FUND II STRATEGIC PARTNERS L.P. | ||||||||
| By: | Accel Leaders Fund II Associates L.L.C., its general partner | |||||||
By: /s/ Richard Zamboldi
Name: Richard Zamboldi
Title: Attorney in Fact
ACCEL LEADERS FUND II INVESTORS (2019) L.L.C.
By: /s/ Richard Zamboldi
Name: Richard Zamboldi
Title: Attorney in Fact
| BEEHIVE HOLDINGS II, LP | ||||||||
| By: | Beehive Holdings Management II, LLC, its general partner | |||||||
By: /s/ Whitney Wolfe Herd
Name: Whitney Wolfe Herd
Title: Sole Member
| BEEHIVE HOLDINGS III, LP | ||||||||
| By: | Beehive Holdings Management III, LLC, its general partner | |||||||
By: /s/ Whitney Wolfe Herd
Name: Whitney Wolfe Herd
Title: Sole Member
Exhibit A
Settlement Payment Schedule
Schedule 1
TRA Termination and Release
TRA TERMINATION AND RELEASE
THIS TRA TERMINATION AND RELEASE (this “Release”), is entered into as of [•], 2025 (the “Effective Date”) by and between Bumble Inc., a Delaware corporation (the “Company”), and the TRA Party (or TRA Parties) listed on the signature page hereto (each, a “TRA Party” and collectively, the “TRA Parties”).
RECITALS
WHEREAS, the TRA Party has certain rights under that certain Tax Receivable Agreement, dated as of February 10, 2021, by and among the Company and each of the TRA Parties (the “Original Tax Receivable Agreement”), as amended November 5, 2025 (such amendment, the “TRA Amendment” and the Original Tax Receivable Agreement as amended, restated, supplemented or otherwise modified from time to time (including pursuant to the TRA Amendment), the “TRA”);
WHEREAS, the TRA Parties and the Company propose to terminate all other past, present, and future obligations under the TRA (except as expressly provided herein) on the terms and subject to the conditions set forth herein;
WHEREAS, the TRA Party desires to disclaim any future rights or interests to receive payments under the TRA in exchange for such TRA Party’s Settlement Payment; and
NOW, THEREFORE, in consideration of the payments and mutual releases contemplated hereby and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
TERMINATION AND RELEASE
1.Definitions. Capitalized terms used and not defined in this Release (including the preamble and the Recitals hereto) shall have the respective meaning assigned to them in the TRA. For the avoidance of doubt, the Company and its Subsidiaries shall not be deemed to be affiliates of any TRA Party or its affiliates.
Settlement Payment. As consideration for the complete and full termination of the Company’s obligations (past, current or future) under the TRA and relinquishing all rights thereunder as further provided in this Release, the Company agrees to pay, or cause to be paid, the TRA Party’s Settlement Payment at the time set forth in Section 3.
2.Timing of Payment. The Company or OpCo, as applicable, shall pay, or cause to be paid, the TRA Party’s Settlement Payment, as set forth opposite such TRA Party’s name on the Settlement Payment Schedule attached hereto as Exhibit A, via wire transfer to accounts set forth in written wiring instructions provided by the TRA Party no later than ten (10) Business Days after the return of an executed counterpart signature page to this Release by the TRA Party to the Company.
3.Full and Complete Termination of TRA Obligations. The parties hereby acknowledge and agree as follows:
a.Termination of TRA Obligations. Notwithstanding anything contained in the TRA to the contrary, effective upon, and subject to, payment by the Company or OpCo, as applicable, to the TRA Party of its Settlement Payment, the parties hereto agree that, as between the parties, the TRA shall be cancelled and terminated in its entirety, shall become null and void and shall be of no further force or effect, provided, however, that Sections 4.4 (Tax Treatment), 6.1 (Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters), 6.2 (Consistency), 6.3 (Cooperation), 7.1 (Notices), 7.4 (Governing Law), 7.8 (Resolution of Disputes) (for the avoidance of doubt, solely as it relates to Disputes with respect to the Surviving TRA Terms) and 7.12 (Confidentiality) of the TRA (collectively, the “Surviving TRA Terms”) shall survive and remain in effect. For purposes of any notices to be provided pursuant to Section 7.1 of the TRA, the address of the TRA Party is revised as provided with the TRA Party’s signature set forth below.
b.Waiver of Notices; No Early Termination Notice. Notwithstanding any other provisions of this Release or the TRA to the contrary, the TRA Party, effective upon, and subject to, payment to the TRA Party of the TRA Party’s Settlement Payment, waives any past or present obligations of the Company to provide any notices to the TRA Party pursuant to the TRA, including with respect to the TRA Amendment. For the avoidance of doubt, notwithstanding any other provisions of this Release or the TRA to the contrary, the parties agree that entering into this Release does not constitute an Early Termination Notice.
c.Withholding. The Company or OpCo, as applicable, shall be entitled to deduct and withhold from any payment payable pursuant to this Release such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. To the extent that amounts are so deducted and withheld and paid over to the appropriate taxing authority by the Company or OpCo, as applicable, such withheld amounts shall be treated for all purposes of this Release as having been paid to the applicable TRA Party. The TRA Party shall promptly provide the Company or OpCo, as applicable, with any applicable tax forms and certifications (including IRS Form W-9 or the applicable version of IRS Form W-8 (together with any applicable attachments)) reasonably requested, in connection with determining whether any such deductions and withholdings are required under the United States Internal Revenue Code of 1986, as amended or any provision of United States state and local law. The Company and OpCo acknowledge that, so long as the TRA Party provides an IRS Form W-9, the Company or OpCo, as applicable, does not intend to deduct or withhold any amounts from any payment payable pursuant to this Release.
4.Mutual Release.
a.TRA Party’s Release of Claims. The TRA Party effective upon, and subject to, payment to the TRA Party of the TRA Party’s Settlement Payment generally, irrevocably, unconditionally and completely releases and forever discharges the Company, OpCo, the TRA Party Representative and its and their former, current and future direct or indirect equityholders, and controlling persons, shareholders, members, general or limited partners, subsidiaries, affiliates, officers, directors, managers, trustees, employees, counsel, accountants, agents, financial advisers, consultants, insurers, heirs, administrators and executors of any of the foregoing, and its and their respective successors and assigns (collectively, “Company Released Parties”), from any and all
disputes, claims, charges, losses, amounts owed, assessed interest, penalties, damages, taxes, costs, expenses, controversies, demands, rights, liabilities, suits, proceedings, actions or causes of action of every kind and nature (collectively, “Claims”) that the TRA Party has had in the past, now has or might have, whether known or unknown, to the extent arising out of the TRA, except for Claims (x) arising out of or relating to the Company’s or OpCo’s obligation to make Settlement Payments to the TRA Party, as applicable, (y) relating to future obligations of the Company Released Parties in respect of Surviving TRA Terms that arise following the date hereof or (z) arising out of or relating to the TRA Party’s rights as a Holder of Units (other than pursuant to the TRA) or as a director, officer or employee of the Company or any of its Subsidiaries, including in respect of employment arrangements, or rights to indemnification or exculpation. The TRA Party hereby agrees that the TRA Party shall not and shall cause any controlled affiliates not to initiate or file any lawsuit of any kind whatsoever or any complaint or charge against the Company or any of the other Company Released Parties with respect to the matters released and discharged hereby.
b.Company Release of Claims. The Company generally, irrevocably, unconditionally and completely releases and forever discharges the TRA Party, the TRA Party Representative and its and their former, current and future direct or indirect equityholders, controlling persons, shareholders, members, general or limited partners, subsidiaries, affiliates, officers, directors, managers, trustees, employees, counsel, accountants, agents, financial advisers, consultants, insurers, heirs, administrators and executors of any of the foregoing, and its and their respective successors and assigns (collectively, “TRA Released Parties”), from any and all Claims that Company has had in the past, now has or might have, whether known or unknown, to the extent arising out of the TRA, except for Claims relating to future obligations of the TRA Party in respect of the Surviving TRA Terms that arise following the date hereof. The Company hereby agrees that the Company shall not and shall cause any controlled affiliates not to initiate or file any lawsuit of any kind whatsoever or any complaint or charge against the TRA Party or any of the other TRA Released Parties with respect to the matters released and discharged hereby.
c. Release of Unknown Claims. Each party acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Being aware of said code section, each party agrees to expressly waive any rights it may have thereunder, as well as under any statute or common law principles of similar effect only with respect to the released matters set forth in this release.
The invalidity or unenforceability of any party of this release shall not affect the validity or enforceability of the remainder of this release or any other term of this release, which shall remain in full force and effect.
5.Representations, Warranties and Covenants of the TRA Party. The TRA Party represents, warrants and covenants to the Company the following:
a.Authority. The TRA Party has full power and authority to enter into this Release and this Release constitutes valid and legally binding obligations of the TRA Party, enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.
b.Title to and No Assignment of TRA Rights. The TRA Party has good and marketable title to its right to receive certain payments and other rights as expressly provided under the TRA (the “TRA Rights”) and the TRA Party has not, directly or indirectly, assigned or transferred or purported to assign or transfer to any Person any of the TRA Rights or any portion thereof. No Person has any outstanding option or preemptive or similar right to purchase any of TRA Rights.
c.Consents. No consent, approval, qualification, order or authorization of, or filing with, any Person (other than the Company) is required on the part of the TRA Party in connection with the TRA Party’s valid execution, delivery or performance of this Release.
6.Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants to the TRA Party the following:
a.Authority. The Company has full power and authority to enter into this Release, and this Release constitutes a valid and legally binding obligation of the Company, enforceable in accordance with it terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.
b.Consents. No consent, approval, qualification, order or authorization of, or filing with, any Person is required on the part of the Company in connection with the Company’s valid execution, delivery or performance of this Release.
7.Further Assurances. If any further action is reasonably necessary to carry out the intent and purpose of this Release, then each party shall take such further action (including the execution and delivery of further documents), including executing any agreement or providing additional information, documents and other materials for purposes of preparing any financial statement, preparing any tax return or contesting or defending any audit, examination or controversy in connection with the transactions contemplated by this Release, as any other party reasonably requests to carry out such purpose at the requesting party’s expense.
8.Public Disclosures.
a.Disclosure Restrictions. Nothing in this Release shall limit a party’s ability to make such disclosures regarding this Release or the transactions contemplated by this Release including, without limitation, filing this Release with the Securities and Exchange Commission, or any other comparable foreign, domestic, state and local securities regulatory authority to which such party is subject, to the extent required, taking into account the advice of such party’s counsel, to comply with applicable law, including federal securities laws, rules or regulations or the requirements of any exchange on which a party’s (or its affiliate’s) securities may be listed, quoted or traded.
b.Non-Compliance with Disclosure Restrictions. Each party shall be liable for any failure of its affiliates or representatives to comply with the Surviving TRA Terms.
9.Authority to Execute Release. By signing below, each party warrants and represents that the Person signing this Release on its behalf has authority to bind that party and that the party’s execution of this Release is not in violation of any by-law, covenants and/or other restrictions placed upon them.
10.Costs and Expenses. Each party shall be responsible for its own costs and expenses incurred in connection with the transactions contemplated by this Release, except as otherwise expressly provided herein.
11.Governing Law. This Release shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles that would mandate the application of the laws of another jurisdiction.
12.Entire Agreement; No Third Party Beneficiaries. Subject to and except as may be specifically provided herein, this Release constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Release shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Release, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Release.
13.Disclaimer of Reliance. EACH PARTY EXPRESSLY WARRANTS THAT HE, SHE, OR IT HAS CAREFULLY READ THIS RELEASE (INCLUDING THIS DISCLAIMER OF RELIANCE SET FORTH IN APPROPRIATELY CONSPICUOUS LANGUAGE) AND ANY EXHIBITS ATTACHED TO THIS RELEASE, UNDERSTANDS THEIR CONTENTS, AND SIGNS THIS RELEASE AS HIS, HER, OR ITS OWN FREE ACT. EACH PARTY EXPRESSLY WARRANTS THAT NO PROMISE OR RELEASE WHICH IS NOT HEREIN EXPRESSED HAS BEEN MADE TO HIM, HER, OR IT IN EXECUTING THIS RELEASE, AND THAT HE, SHE, OR IT IS NOT RELYING UPON (INDEED, EXPRESSLY DISCLAIMS RELIANCE UPON) ANY STATEMENT OR REPRESENTATION OF ANY PARTY OR ANY AGENT OF THE PARTIES BEING RELEASED HEREBY. EACH PARTY AGREES THIS IS AN ARM’S-LENGTH TRANSACTION (NO FIDUCIARY RELATIONSHIP EXISTS) AND IS RELYING SOLELY ON HIS, HER, OR ITS OWN JUDGMENT, AND EACH PARTY HAS BEEN REPRESENTED BY, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY BUT IS OF THEIR OWN FREE WILL NOT REPRESENTED BY, LEGAL COUNSEL IN THIS MATTER, AS WELL AS CONSULT WITH ANY FINANCIAL, TAX OR OTHER ADVISORS. ANY PARTY WHO IS UNREPRESENTED COVENANTS THAT HE, SHE, OR
IT HAS READ THE ENTIRE CONTENTS OF THIS RELEASE IN FULL, AND IS AWARE OF THE LEGAL CONSEQUENCES OF THIS RELEASE.
14.Counterparts. This Release may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Release by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Release.
15.Severability. If any provision of this Release becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Release, and such court will replace such illegal, void or unenforceable provision of this Release with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Release shall be enforceable in accordance with its terms.
[Signature page follows]
IN WITNESS WHEREOF, the parties have duly executed this TRA Termination and Release as of the Effective Date.
COMPANY:
BUMBLE INC.
By:
Name:
Title:
TRA PARTY:
[•]
By:
Name:
Title:
Exhibit A
Settlement Payments
Exhibit 99.1
Bumble Inc. Announces Third Quarter 2025 Results
Total Revenue Decreased 10% to $246 Million
Bumble App Revenue Decreased 10% to $199 Million
AUSTIN, Texas, November 5, 2025 - Bumble Inc. (NASDAQ: BMBL) today reported financial results for the third quarter ended September 30, 2025.
“In the third quarter, we executed with pace and focus, delivering better than expected financial results, launching significant product updates, and introducing our refreshed brand narrative,” said Whitney Wolfe Herd, Founder & CEO of Bumble Inc. “We are transforming Bumble with a focus on improving member base quality, driving healthy engagement and better outcomes, and embedding innovation and AI into our platform and operations. At the center of all of this work is our unwavering focus on being the place women choose for dating and love.”
Third Quarter 2025 Financial and Operational Highlights:
(All comparisons relative to the Third Quarter 2024)
•Total Revenue decreased 10.0% to $246.2 million, compared to $273.6 million.
oBumble App Revenue decreased 9.7% to $198.8 million, compared to $220.2 million.
oBadoo App and Other Revenue decreased 11.3% to $47.4 million, compared to $53.4 million.
•Total Paying Users decreased 16.0% to 3.6 million, compared to 4.3 million.
•Total Average Revenue per Paying User ("ARPPU") increased 6.9% to $22.64, compared to $21.17.
•Net earnings were $51.6 million, or 21.0% of revenue, compared to net loss of $849.3 million, or (310.4)% of revenue, which included $892.2 million of non-cash impairment charges.
•Adjusted EBITDA was $83.1 million, or 33.7% of revenue, compared to $82.6 million, or 30.2% of revenue.
Information about Bumble's use of non-GAAP financial measures is provided below under “Non-GAAP Financial Measures.”
“We are executing with discipline as we make progress in our transformation,” said Kevin Cook, CFO of Bumble Inc. “Our third quarter financial results reflect the steps we are taking to align our organization with our product and technology focus, market more strategically, and improve the health of our ecosystem. While we expect our member base improvement work to create near-term headwinds to revenue and paying user metrics, we are prioritizing profitability and financial flexibility as we invest in innovation to drive sustainable long-term growth.”
Key Operating Metrics:
The following metrics were calculated excluding paying users of and revenue generated from Official, advertising, partnerships and affiliates. Although Bumble For Friends app was relaunched as BFF in September 2025, the Company continues to generate revenue from the legacy Bumble For Friends app. As of September 30, 2025, BFF app has not generated any revenue and therefore is excluded from our key operating metrics. Please refer to the Definitions section for more information.
| (In thousands, except ARPPU) | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||
| Bumble App Paying Users | 2,344.1 | 2,869.3 | ||||||||||||
| Badoo App and Other Paying Users | 1,230.8 | 1,386.2 | ||||||||||||
| Total Paying Users | 3,574.9 | 4,255.5 | ||||||||||||
| Bumble App Average Revenue per Paying User | $ | 28.27 | $ | 25.58 | ||||||||||
| Badoo App and Other Average Revenue per Paying User | $ | 11.91 | $ | 12.03 | ||||||||||
| Total Average Revenue per Paying User | $ | 22.64 | $ | 21.17 | ||||||||||
Balance Sheet:
As of September 30, 2025, total cash and cash equivalents were $307.9 million and total debt was $589.4 million.
Financial Outlook:
A reconciliation of Adjusted EBITDA to GAAP net earnings (loss) and Adjusted EBITDA margin growth to GAAP net earnings (loss) margin growth, which is growth in GAAP net earnings (loss) as a percentage of revenue, has not been provided for the outlook included herein, 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.
Bumble anticipates the following results for the fourth quarter ending December 31, 2025:
Fourth Quarter 2025:
•Total Revenue in the range of $216 million to $224 million, which includes:
oBumble App Revenue of $176 million to $182 million.
•Adjusted EBITDA of $61 million to $65 million.
Actual results may differ materially from Bumble’s financial outlook as a result of, among other things, the factors described under “Forward-Looking Statements” below.
Additional Disclosure
In a Form 8-K filed today with the Securities and Exchange Commission, the Company reported that it has reached an agreement for an early termination and settlement of the Tax Receivable Agreement (“TRA”), for an aggregate price of approximately $186 million (the “TRA Buyout”).
The transaction price represents a discount of more than 50% to the carrying value of the TRA liability on the Company's balance sheet. The agreement was negotiated with Blackstone through a process led by a Special Committee comprised of independent directors of the Company's Board formed specifically to evaluate and negotiate this transaction. Bumble Founder and CEO Whitney Wolfe Herd and all other TRA parties will also participate in the early settlement transaction.
The Special Committee, with the assistance of independent financial and legal advisors, determined that the transaction is in the best interests of the Company and its shareholders for several reasons:
•Balance Sheet Deleveraging: The transaction materially reduces the Company's long-term contractual obligations at a settlement amount favorable to the Company.
•Enhanced Cash Flow Profile: The transaction eliminates the obligation to make annual TRA payments on all outstanding TRA rights, thereby improving the Company's cash flow profile. The resulting cash flow savings will strengthen the Company’s balance sheet and enable accelerated reinvestment into strategic priorities and key growth initiatives, including the Company's product innovation roadmap, advancements in AI and machine learning capabilities, and user safety features that the Company believes are essential to driving sustainable growth and competitive differentiation.
•Strategic Flexibility: The elimination of all TRA obligations materially reduces the Company's exposure to certain structural complexities and contractual provisions, thereby enhancing the Company’s strategic and financial flexibility for future value creation opportunities.
Conference Call and Webcast Information
Bumble will host a live webcast of its conference call to discuss its third quarter 2025 financial results at 4:30 p.m. Eastern Time today, November 5, 2025. A webcast of the call and other information related to the call will be accessible on the Investors section of the Company’s website at https://ir.bumble.com. A webcast replay will be available approximately two hours after the conclusion of the live event.
Definitions
As used in this press release, 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, partnerships and affiliates. Although Bumble For Friends app was relaunched as BFF in September 2025, we continue to generate revenue from the legacy Bumble For Friends app. As of September 30, 2025, BFF app has not generated any revenue and therefore is excluded from our key operating metrics.
Total Revenue is the sum of Bumble App Revenue and Badoo App and Other Revenue.
Total Paying Users is the sum of Bumble App Paying Users and Badoo App and Other Paying Users.
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.
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 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 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.
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.
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 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.
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, 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. 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.
Adjusted earnings before interest, taxes, depreciation and amortization (“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.
Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
Free cash flow is defined 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).
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements reflecting the current views of management of Bumble Inc. with respect to, among other things, our operations, our financial performance, our industry and our business and other non-historical statements, including without limitation statements related to our strategic plans and initiatives (including our revenue strategy, marketing approach, innovations across AI, product and technology and our other investments), statements related to our ability to unlock long-term value and the statements in the “Financial Outlook” section of this press release. 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:
•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
•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
•affiliates of Blackstone Inc.’s (“Blackstone”) and our Founder’s control of us
•the outsized voting rights of Blackstone and our Founder
•the risk that the costs and charges related to our global workforce reductions and restructuring of our operations may be greater than anticipated or incurred in different periods than anticipated
•the risk that our restructuring efforts may not generate their intended benefits to the extent or as quickly as anticipated
•the risk that we may experience impairments to our goodwill and intangible assets as a result of a number of factors, some of which are beyond our control
•risks relating to the TRA Buyout, including the significant transaction costs to be paid in connection with the TRA Buyout and its impact on our financial condition, legal proceedings that may arise as a result of the TRA Buyout and changes in applicable laws or fluctuations in our taxable income that could impact our ability to realize the anticipated benefits from the TRA Buyout
•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
For additional information on these and other factors that could cause Bumble’s actual results to differ materially from expected results, please see our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, as such factors may be updated from time to time in our subsequent periodic filings, which are accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date of this press release, and 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.
About Bumble
Bumble Inc. is the parent company of Bumble, Badoo and BFF. Bumble brings people closer to love by enabling them to build healthy relationships. Founded in 2014 by Whitney Wolfe Herd, who serves as CEO, Bumble was one of the first dating apps built with women at the center and connects people across dating (Bumble Date) and friendship (Bumble For Friends). Badoo, founded in 2006, was one of the pioneers of web and mobile dating products. BFF is a friendship app for friend-finding, group connections and community-building.
Investor Contact
ir@team.bumble.com
Media Contact
press@team.bumble.com
Bumble Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share information)
(Unaudited)
| September 30, 2025 | December 31, 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Cash and cash equivalents | $ | 307,883 | $ | 204,319 | ||||||||||
Accounts receivable (net of allowance of $125 and $103, respectively) | 92,502 | 99,687 | ||||||||||||
| Other current assets | 36,961 | 38,236 | ||||||||||||
| Total current assets | 437,346 | 342,242 | ||||||||||||
| Right-of-use assets | 9,897 | 11,232 | ||||||||||||
Property and equipment (net of accumulated depreciation of $27,631 and $21,811, respectively) | 7,247 | 8,495 | ||||||||||||
| Goodwill | 1,129,007 | 1,386,229 | ||||||||||||
| Intangible assets, net | 587,656 | 748,906 | ||||||||||||
| Deferred tax assets, net | 14,190 | 16,300 | ||||||||||||
| Other noncurrent assets | 7,509 | 11,483 | ||||||||||||
| Total assets | $ | 2,192,852 | $ | 2,524,887 | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Accounts payable | $ | 3,708 | $ | 6,609 | ||||||||||
| Deferred revenue | 38,911 | 43,411 | ||||||||||||
| Accrued expenses and other current liabilities | 74,813 | 82,800 | ||||||||||||
| Current portion of long-term debt, net | 5,750 | 5,750 | ||||||||||||
| Total current liabilities | 123,182 | 138,570 | ||||||||||||
| Long-term debt, net | 583,602 | 611,346 | ||||||||||||
| Deferred tax liabilities, net | 172 | 777 | ||||||||||||
| Payable to related parties pursuant to a tax receivable agreement | 419,093 | 400,926 | ||||||||||||
| Other long-term liabilities | 29,763 | 24,214 | ||||||||||||
| Total liabilities | 1,155,812 | 1,175,833 | ||||||||||||
| Commitments and contingencies | ||||||||||||||
| Shareholders’ equity: | ||||||||||||||
Class A common stock (par value $0.01 per share, 6,000,000,000 shares authorized; 112,694,333 shares issued and outstanding as of September 30, 2025; 107,107,632 shares issued and outstanding as of December 31, 2024) | 1,127 | 1,071 | ||||||||||||
Class B common stock (par value $0.01 per share, 1,000,000 shares authorized; 20 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively) | — | — | ||||||||||||
Preferred stock (par value $0.01; authorized 600,000,000 shares; no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively) | — | — | ||||||||||||
| Additional paid-in capital | 1,441,020 | 1,453,483 | ||||||||||||
| Accumulated deficit | (904,054) | (701,092) | ||||||||||||
| Accumulated other comprehensive income | 137,369 | 71,073 | ||||||||||||
| Total Bumble Inc. shareholders’ equity | 675,462 | 824,535 | ||||||||||||
| Noncontrolling interests | 361,578 | 524,519 | ||||||||||||
| Total shareholders’ equity | 1,037,040 | 1,349,054 | ||||||||||||
| Total liabilities and shareholders’ equity | $ | 2,192,852 | $ | 2,524,887 | ||||||||||
Bumble Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share information)
(Unaudited)
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| Revenue | $ | 246,163 | $ | 273,605 | $ | 741,493 | $ | 809,995 | ||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||
| Cost of revenue | 69,219 | 79,552 | 216,910 | 240,882 | ||||||||||||||||||||||
| Selling and marketing expense | 32,760 | 63,549 | 124,586 | 194,728 | ||||||||||||||||||||||
| General and administrative expense | 46,270 | 33,251 | 104,060 | 90,436 | ||||||||||||||||||||||
| Product development expense | 29,614 | 24,880 | 96,628 | 76,602 | ||||||||||||||||||||||
| Depreciation and amortization expense | 4,642 | 18,312 | 20,858 | 52,542 | ||||||||||||||||||||||
| Impairment loss | — | 892,248 | 408,486 | 892,248 | ||||||||||||||||||||||
| Total operating costs and expenses | 182,505 | 1,111,792 | 971,528 | 1,547,438 | ||||||||||||||||||||||
| Operating earnings (loss) | 63,658 | (838,187) | (230,035) | (737,443) | ||||||||||||||||||||||
| Interest expense, net | (10,641) | (9,809) | (32,949) | (27,809) | ||||||||||||||||||||||
| Other income (expense), net | 8,128 | 2,898 | (10,546) | 3,815 | ||||||||||||||||||||||
| Income (loss) before income taxes | 61,145 | (845,098) | (273,530) | (761,437) | ||||||||||||||||||||||
| Income tax provision | (9,500) | (4,161) | (21,977) | (16,263) | ||||||||||||||||||||||
| Net earnings (loss) | 51,645 | (849,259) | (295,507) | (777,700) | ||||||||||||||||||||||
| Net earnings (loss) attributable to noncontrolling interests | 14,307 | (236,060) | (92,545) | (216,513) | ||||||||||||||||||||||
| Net earnings (loss) attributable to Bumble Inc. shareholders | $ | 37,338 | $ | (613,199) | $ | (202,962) | $ | (561,187) | ||||||||||||||||||
| Net earnings (loss) per share attributable to Bumble Inc. shareholders | ||||||||||||||||||||||||||
| Basic earnings (loss) per share | $ | 0.34 | $ | (5.11) | $ | (1.97) | $ | (4.53) | ||||||||||||||||||
| Diluted earnings (loss) per share | $ | 0.33 | $ | (5.11) | $ | (1.97) | $ | (4.53) | ||||||||||||||||||
Bumble Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||||||||
| Net earnings (loss) | $ | 51,645 | $ | (849,259) | $ | (295,507) | $ | (777,700) | ||||||||||||||||||
| Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||||||||||||||
| Impairment loss | — | 892,248 | 408,486 | 892,248 | ||||||||||||||||||||||
| Depreciation and amortization expense | 4,642 | 18,312 | 20,858 | 52,542 | ||||||||||||||||||||||
| Changes in fair value of interest rate swaps | 638 | 8,687 | 4,508 | 6,995 | ||||||||||||||||||||||
| Changes in fair value of contingent earn-out liability | (1,596) | (2,689) | (2,177) | (22,032) | ||||||||||||||||||||||
| Non-cash lease expense | 806 | 815 | 2,430 | 2,598 | ||||||||||||||||||||||
| Tax receivable agreement liability remeasurement expense | (186) | 721 | 700 | 951 | ||||||||||||||||||||||
| Deferred income tax | 948 | (1,172) | 2,832 | 314 | ||||||||||||||||||||||
| Stock-based compensation expense | 11,610 | 10,158 | 21,597 | 12,273 | ||||||||||||||||||||||
| Net foreign exchange difference | (12,767) | 7,357 | 12,868 | 8,015 | ||||||||||||||||||||||
| Other, net | 3,603 | (13,196) | 5,167 | (15,655) | ||||||||||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||||||||||||||
| Accounts receivable | 7,703 | (1,400) | 6,049 | 1,262 | ||||||||||||||||||||||
| Other current assets | 3,539 | 2,286 | 3,416 | (1,659) | ||||||||||||||||||||||
| Accounts payable | (5,084) | 1,098 | (2,911) | 2,258 | ||||||||||||||||||||||
| Deferred revenue | (2,529) | (1,373) | (4,500) | (3,420) | ||||||||||||||||||||||
| Legal liabilities | (25) | (816) | 400 | (26,044) | ||||||||||||||||||||||
| Lease liabilities | (985) | (276) | (2,896) | (1,028) | ||||||||||||||||||||||
| Accrued expenses and other current liabilities | 11,083 | 21,345 | 2,436 | (3,652) | ||||||||||||||||||||||
| Other, net | 3,774 | 648 | 7,544 | 573 | ||||||||||||||||||||||
| Net cash provided by operating activities | 76,819 | 93,494 | 191,300 | 128,839 | ||||||||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||||||||
| Capital expenditures | (3,025) | (1,619) | (8,945) | (6,150) | ||||||||||||||||||||||
| Acquisition of intangible assets | — | (17,435) | — | (17,435) | ||||||||||||||||||||||
| Net cash used in investing activities | (3,025) | (19,054) | (8,945) | (23,585) | ||||||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||||||||
| Repayment of term loan | (26,437) | (1,438) | (29,312) | (4,313) | ||||||||||||||||||||||
| Distributions paid to noncontrolling interest holders | — | (2,259) | (5,194) | (7,877) | ||||||||||||||||||||||
| Share repurchases | — | (89,735) | (28,682) | (151,843) | ||||||||||||||||||||||
| Purchase of Common Units | — | (29) | — | (22,184) | ||||||||||||||||||||||
| Withholding tax paid on behalf of employees on stock-based awards | (2,053) | (1,343) | (7,789) | (9,590) | ||||||||||||||||||||||
| Payments on tax receivable agreement | — | (11,942) | (8,917) | (11,942) | ||||||||||||||||||||||
| Net cash used in financing activities | (28,490) | (106,746) | (79,894) | (207,749) | ||||||||||||||||||||||
| Effects of exchange rate changes on cash and cash equivalents | 269 | (2,660) | 1,743 | (1,443) | ||||||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | 45,573 | (34,966) | 104,204 | (103,938) | ||||||||||||||||||||||
| Cash and cash equivalents and restricted cash, beginning of the period | 265,693 | 290,230 | 207,062 | 359,202 | ||||||||||||||||||||||
| Cash and cash equivalents and restricted cash, end of the period | 311,266 | 255,264 | 311,266 | 255,264 | ||||||||||||||||||||||
| Less restricted cash | (3,383) | (3,207) | (3,383) | (3,207) | ||||||||||||||||||||||
| Cash and cash equivalents, end of the period | $ | 307,883 | $ | 252,057 | $ | 307,883 | $ | 252,057 | ||||||||||||||||||
Bumble Inc.
Reconciliation of GAAP to NON-GAAP Financial Measures
(Unaudited)
Reconciliation of Net Earnings (Loss) to Adjusted EBITDA and Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow
| (In thousands, except percentages) | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Net earnings (loss) | $ | 51,645 | $ | (849,259) | $ | (295,507) | $ | (777,700) | ||||||||||||||||||
| Add back: | ||||||||||||||||||||||||||
| Income tax provision | 9,500 | 4,161 | 21,977 | 16,263 | ||||||||||||||||||||||
Interest and derivative (gains) losses, net(1) | 10,641 | 18,496 | 32,949 | 34,804 | ||||||||||||||||||||||
| Depreciation and amortization expense | 4,642 | 18,312 | 20,858 | 52,542 | ||||||||||||||||||||||
| Stock-based compensation expense | 11,610 | 10,158 | 21,597 | 12,273 | ||||||||||||||||||||||
Employer costs related to stock-based compensation(2) | 364 | 441 | 1,553 | 2,390 | ||||||||||||||||||||||
Litigation costs, net of insurance reimbursements(3) | 2,870 | 959 | 4,955 | 9,695 | ||||||||||||||||||||||
Foreign exchange (gain) loss(4) | (7,667) | (12,143) | 10,387 | (11,515) | ||||||||||||||||||||||
Restructuring costs(5) | 1,191 | 582 | 14,579 | 20,355 | ||||||||||||||||||||||
Transaction and other costs(6) | 59 | 583 | 1,644 | 1,297 | ||||||||||||||||||||||
| Changes in fair value of contingent earn-out liability | (1,596) | (2,689) | (2,177) | (22,032) | ||||||||||||||||||||||
| Changes in fair value of investments in equity securities | — | (20) | 58 | 26 | ||||||||||||||||||||||
Tax receivable agreement liability remeasurement expense(7) | (186) | 721 | 700 | 951 | ||||||||||||||||||||||
Impairment loss(8) | — | 892,248 | 408,486 | 892,248 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 83,073 | $ | 82,550 | $ | 242,059 | $ | 231,597 | ||||||||||||||||||
| Net earnings (loss) margin | 21.0 | % | (310.4) | % | (39.9) | % | (96.0) | % | ||||||||||||||||||
| Adjusted EBITDA margin | 33.7 | % | 30.2 | % | 32.6 | % | 28.6 | % | ||||||||||||||||||
| Net cash provided by operating activities | $ | 76,819 | $ | 93,494 | $ | 191,300 | $ | 128,839 | ||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Capital expenditures | (3,025) | (1,619) | (8,945) | (6,150) | ||||||||||||||||||||||
| Free cash flow | $ | 73,794 | $ | 91,875 | $ | 182,355 | $ | 122,689 | ||||||||||||||||||
| Operating cash flow conversion | 148.7 | % | * | * | * | |||||||||||||||||||||
| Free cash flow conversion | 88.8 | % | 111.3 | % | 75.3 | % | 53.0 | % | ||||||||||||||||||
*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 and 2024 Restructuring Plans, such as severance, benefits and other related costs.
(6)Represents transaction and other costs primarily related to acquisitions and divestiture of business.
(7)Represents recognized adjustments to the tax receivable agreement liability.
(8)Represents impairment charges to the Official asset group in the first quarter of 2025, and to indefinite lived-intangible assets, goodwill and Fruitz asset held for sale in the second quarter of 2025.
Supplementary Information (Unaudited)
Stock-Based Compensation Expense
| (In thousands) | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Cost of revenue | $ | (135) | $ | 45 | $ | 213 | $ | 364 | ||||||||||||||||||
| Selling and marketing expense | 719 | 490 | 470 | (2,328) | ||||||||||||||||||||||
| General and administrative expense | 6,357 | 7,781 | 5,970 | 14,167 | ||||||||||||||||||||||
| Product development expense | 4,669 | 1,842 | 14,944 | 70 | ||||||||||||||||||||||
| Total stock-based compensation expense | $ | 11,610 | $ | 10,158 | $ | 21,597 | $ | 12,273 | ||||||||||||||||||
Reconciliation of GAAP costs and expenses to non-GAAP costs and expenses by function
| (In thousands) | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Cost of revenue GAAP | $ | 69,219 | $ | 79,552 | $ | 216,910 | $ | 240,882 | ||||||||||||||||||
| Stock-based compensation expense | 135 | (45) | (213) | (364) | ||||||||||||||||||||||
| Employer costs related to stock-based compensation | (11) | (19) | (50) | (113) | ||||||||||||||||||||||
| Restructuring costs | 125 | 35 | (869) | (971) | ||||||||||||||||||||||
| Transaction and other costs | — | (279) | (434) | (423) | ||||||||||||||||||||||
| Cost of revenue non-GAAP | $ | 69,468 | $ | 79,244 | $ | 215,344 | $ | 239,011 | ||||||||||||||||||
| (In thousands) | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Selling and marketing expense GAAP | $ | 32,760 | $ | 63,549 | $ | 124,586 | $ | 194,728 | ||||||||||||||||||
| Stock-based compensation expense | (719) | (490) | (470) | 2,328 | ||||||||||||||||||||||
| Employer costs related to stock-based compensation | (14) | (25) | (69) | (229) | ||||||||||||||||||||||
| Restructuring costs | (349) | 3 | (2,374) | (3,244) | ||||||||||||||||||||||
| Selling and marketing expense non-GAAP | $ | 31,678 | $ | 63,037 | $ | 121,673 | $ | 193,583 | ||||||||||||||||||
| (In thousands) | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| General and administrative expense GAAP | $ | 46,270 | $ | 33,251 | $ | 104,060 | $ | 90,436 | ||||||||||||||||||
| Changes in fair value of contingent earn-out liability | 1,596 | 2,689 | 2,177 | 22,032 | ||||||||||||||||||||||
| Litigation costs, net of insurance proceeds | (2,870) | (959) | (4,955) | (9,695) | ||||||||||||||||||||||
| Stock-based compensation expense | (6,357) | (7,781) | (5,970) | (14,167) | ||||||||||||||||||||||
| Employer costs related to stock-based compensation | (110) | (208) | (409) | (819) | ||||||||||||||||||||||
| Restructuring costs | (1,266) | (22) | (4,695) | (6,094) | ||||||||||||||||||||||
| Transaction and other costs | (8) | 44 | (253) | (526) | ||||||||||||||||||||||
| General and administrative expense non-GAAP | $ | 37,255 | $ | 27,014 | $ | 89,955 | $ | 81,167 | ||||||||||||||||||
| (In thousands) | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Product development expense GAAP | $ | 29,614 | $ | 24,880 | $ | 96,628 | $ | 76,602 | ||||||||||||||||||
| Stock-based compensation expense | (4,669) | (1,842) | (14,944) | (70) | ||||||||||||||||||||||
| Employer costs related to stock-based compensation | (229) | (189) | (1,025) | (1,229) | ||||||||||||||||||||||
| Restructuring costs | 299 | (598) | (6,641) | (10,046) | ||||||||||||||||||||||
| Transaction and other costs | (61) | (348) | (967) | (348) | ||||||||||||||||||||||
| Product development expense non-GAAP | $ | 24,954 | $ | 21,903 | $ | 73,051 | $ | 64,909 | ||||||||||||||||||
| (In thousands) | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Total operating costs and expenses GAAP | $ | 182,505 | $ | 1,111,792 | $ | 971,528 | $ | 1,547,438 | ||||||||||||||||||
| Impairment loss | — | (892,248) | (408,486) | (892,248) | ||||||||||||||||||||||
| Depreciation and amortization expense | (4,642) | (18,312) | (20,858) | (52,542) | ||||||||||||||||||||||
| Changes in fair value of contingent earn-out liability | 1,596 | 2,689 | 2,177 | 22,032 | ||||||||||||||||||||||
| Litigation costs, net of insurance proceeds | (2,870) | (959) | (4,955) | (9,695) | ||||||||||||||||||||||
| Stock-based compensation expense | (11,610) | (10,158) | (21,597) | (12,273) | ||||||||||||||||||||||
| Employer costs related to stock-based compensation | (364) | (441) | (1,553) | (2,390) | ||||||||||||||||||||||
| Restructuring costs | (1,191) | (582) | (14,579) | (20,355) | ||||||||||||||||||||||
| Transaction and other costs | (69) | (583) | (1,654) | (1,297) | ||||||||||||||||||||||
| Total operating costs and expenses non-GAAP | $ | 163,355 | $ | 191,198 | $ | 500,023 | $ | 578,670 | ||||||||||||||||||