Bumble Inc.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Bumble Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Bumble Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive operations, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 16, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgment. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2020.

Austin, Texas

March 16, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Bumble Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Bumble Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Bumble Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive operations, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 16, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Austin, Texas

March 16, 2026

Consolidated Balance Sheets

(in thousands, except share and per share information)

Consolidated Statements of Operations

(in thousands, except per share data)

Consolidated Statements of Comprehensive Operations

(in thousands)

Consolidated Statements of Cash Flows

(in thousands)

Notes to the Consolidated Financial Statements

Note 1 - Organization and Basis of Presentation

Company Overview

Bumble Inc.’s main operations are providing online dating and social networking applications through subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble Inc. provides these services through websites and applications that it owns and operates. Bumble Inc. (the “Company” or “Bumble”) was incorporated as a Delaware corporation on October 5, 2020 for the purpose of facilitating an initial public offering (“IPO”) and other related transactions in order to operate the business of Buzz Holdings L.P. (“Bumble Holdings”) and its subsidiaries.

Prior to the IPO and the Reorganization Transactions, Bumble Holdings L.P., a Delaware limited partnership, was formed primarily as a vehicle to finance the acquisition (the “Sponsor Acquisition”) of a majority stake in Worldwide Vision Limited by a group of investment funds managed by Blackstone Inc. (“Blackstone” or our “Sponsor”). As Bumble Holdings did not have any previous operations, Worldwide Vision Limited, a Bermuda exempted limited company, is viewed as the predecessor to Bumble Holdings and its consolidated subsidiaries.

On February 16, 2021, the Company completed its IPO and used the proceeds from the issuance to redeem shares of Class A common stock and purchase limited partnership interests of Bumble Holdings (“Common Units”) from entities affiliated with our Sponsor.

In connection with the IPO, the organizational structure was converted to an umbrella partnership-C-Corporation with Bumble Inc. becoming the general partner of Bumble Holdings. The Reorganization Transactions were accounted for as a transaction between entities under common control. As the general partner, Bumble Inc. operates and controls all of the business and affairs, and through Bumble Holdings and its subsidiaries, conducts the business. Bumble Inc. consolidates Bumble Holdings in its consolidated financial statements and reports a noncontrolling interest related to the Common Units held by the pre-IPO owners that hold Common Units following the Reclassification and the incentive units held by the Continuing Incentive Unitholders in the consolidated financial statements.

Assuming the exchange of all outstanding Common Units for shares of Class A common stock on aone-for-one basis under the exchange agreement entered into by holders of Common Units, there would be 150,861,901 shares of Class A common stock outstanding (which does not reflect any shares of Class A common stock issuable in exchange for as-converted Incentive Units or upon settlement of certain other interests) as of December 31, 2025.

All references to the “Company”, “we”, “our” or “us” in this report are to Bumble Inc.

Basis of Presentation and Consolidation

The Company prepares the consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, the consolidated financial statements reflect all normal recurring adjustments considered necessary for the fair presentation of the Company's financial information. The consolidated financial statements include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated.

A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheets and the presentation of net earnings (loss) is modified to present earnings and other comprehensive income (loss) attributed to controlling and noncontrolling interests. The Company’s noncontrolling interest represents substantive profit-sharing arrangements and profit and losses are attributable to controlling and noncontrolling interests using an attribution method.

The consolidated balance sheet and consolidated statement of changes in equity as of and for the year ended December 31, 2025 include an adjustment identified in the first quarter of 2025 to correct “Accumulated other comprehensive income” and “Additional paid-in capital” related to changes in ownership interest in subsidiary during prior periods. The Company concluded that the adjustment is not material to its previously reported consolidated balance sheet and statement of changes in equity and has no impact on its previously reported consolidated statements of operations, comprehensive operations and cash flows.

The consolidated statements of operations for the year ended December 31, 2025 include a cumulative adjustment identified in the third quarter of 2025 to general and administrative expense of $9.2 million and interest expense, net, of $0.8 million, related to certain indirect tax obligations incurred in prior periods. The Company concluded that the adjustment is not material to its previously reported consolidated financial statements.

In accordance with U.S. GAAP, management evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. As of December 31, 2025, the Company had outstanding term loans under the Credit Agreement, which have a carrying value of $588.5 million, and mature on January 29, 2027. Based on the Company’s existing cash resources and forecasted cash flows, management determined that additional funding would be required to meet its repayment obligations under the term loans by the maturity date. The ability to refinance its existing debt obligations is not solely within the Company’s control. If the Company is unable to repay or refinance the term loans by the maturity date, such failure would constitute an event of default and could result in the exercise of remedies against the Company’s assets.

On March 13, 2026, the Company, through one of its subsidiaries, Buzz Finco L.L.C. (the “Borrower”), entered into a binding commitment letter, dated as of March 13, 2026 (the “Commitment Letter”) with Guggenheim Corporate Funding, LLC (and certain accounts or funds affiliated therewith or managed thereby) and STORY3 Capital Partners, LLC, (collectively, the “Commitment Parties”), pursuant to which, subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide a $475.0 million senior secured term loan facility to fund, together with cash on hand, the refinancing in full of all of the Borrower’s outstanding indebtedness under the Credit Agreement. The funding of the term loan facility provided for in the Commitment Letter is subject to the satisfaction of customary conditions that management has concluded are within the Company's control. Management has evaluated the Commitment Letter and concluded that the liquidity available pursuant to the terms and conditions set forth in the Commitment Letter will provide the Company with the additional funding, together with its existing cash resources and forecasted cash flows, to meet its obligations as they come due within one year after date of the consolidated financial statements are issued. Refer to Note 13, Debt, and Note 21, Subsequent Event, for additional information.

Accordingly, the consolidated financial statements have been prepared assuming the Company will continue as a going concern and contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

Note 2 - Summary of Selected Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses. The Company’s significant estimates relate to business combinations, asset impairments, potential obligations associated with legal contingencies, the fair value of contingent consideration, the fair value of derivatives, stock-based compensation, tax receivable agreements, and income taxes.

These estimates are based on management’s best estimates and judgment. Actual results may differ from these estimates. Estimates, judgments and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions, judgments and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash in banks, cash on hand, cash in electronic money accounts, overnight deposits and investments in money market funds.

As of December 31, 2025 and 2024, the Company has classified its cash held in Russia as restricted cash due to the sanctions imposed by the Russia-Ukraine Conflict, which was included in “Other noncurrent assets” within the accompanying consolidated balance sheets.

Accounts Receivable

Accounts receivable are recorded net of an allowance for credit losses, potential chargebacks and refunds issued to users. The amount of this allowance is primarily based upon historical experience and future economic expectations. The Company maintains an allowance for expected credit losses to provide for the estimated amount of accounts receivable that will not be collected. The Company determines if an allowance is needed by considering a number of factors, including the Company’s previous loss history, the length of time accounts receivable are past due, the specific customer’s ability to pay the obligation to the Company, reasonable and supportable forecasts of future economic conditions, and the current economic condition of the general economy. As of December 31, 2025 and 2024, the Company had an allowance for credit losses of $0.1 million and $0.1 million, respectively.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are principally maintained with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of investments. The Company has not experienced any losses on these deposits.

The Company’s accounts receivable balances are predominantly with third-party aggregators and these are subject to normal credit risks which management believes to be not significant. Two third-party aggregators accounted for 94% of the Company’s gross accounts receivable as of both years ended December 31, 2025 and December 31, 2024.

Leases

Company as a lessee

Under Financial Accounting Standards Board (“FASB”) ASC Topic 842, Leases, (“ASC 842”), the Company determines whether an arrangement is or contains a lease at contract inception. Right-of-use assets and lease liabilities, which are disclosed on the consolidated balance sheets, are recognized at the commencement date of the lease based on the present value of the lease payments over the lease term using the Company’s incremental borrowing rate on the lease commencement date. If the lease contains an option to extend the lease term, the renewal option is considered in the lease term if it is reasonably certain that the Company will exercise the option. Operating lease expense is recognized on a straight-line basis over the term of the lease. Variable lease payments consist primarily of service charges, operating expenses, and taxes, which are expensed as incurred and not included in the recognition of ROU assets and related lease liabilities. Short-term leases, defined as leases with an initial term of twelve months or less, are not recorded on the consolidated balance sheets.

Company as a lessor

Amounts due from lessees under operating leases are recorded as receivables at the amount of the Company’s lease receivable.

Rental income from operating leases is recognized on a straight-line basis over the term of the lease.

Business Combination

The Company assesses whether an acquisition is a business combination or an asset acquisition. If substantially all of the gross assets acquired are concentrated in a single asset or group of similar assets, then the acquisition is accounted for as an asset acquisition, where the purchase consideration is allocated on a relative fair value basis to the assets acquired. Goodwill is not recorded in an asset acquisition. If the gross assets are not concentrated in a single asset or group of similar assets, then the Company determines if the set of assets acquired represents a business. A business is an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return.

The Company accounts for business combinations using the acquisition method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their fair values at the date of acquisition, with the exception of contract assets and contract liabilities from contracts with customers. The Company recognizes and measures revenue contract assets and contract liabilities (including deferred revenue) acquired in a business combination on the acquisition date as if the revenue contracts were originated by the Company in accordance with ASC 606, Revenue from Contracts with Customers. Any excess of the amount paid over the fair values of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items.

The Company has entered into contingent earn-out arrangements that were determined to be part of the purchase consideration in connection with business acquisitions. The Company classified the arrangements as a liability at the time of the relevant acquisition, as it will be settled in cash, and reflected the change in the liability at its current fair value for each subsequent reporting period thereafter until settled. The changes in the remeasured fair value of the relevant contingent earn-out liabilities during each reporting period is recognized in “General and administrative expense” in the accompanying consolidated statements of operations.

In April 2023, the Company completed the acquisition of Newel Corporation (“Newel”) for a purchase price of $10.0 million in cash. Newel (popularly known as Official) is an app that facilitates personal communication between partners. The Company acquired $5.4 million in identifiable net assets and recognized goodwill, which is not tax deductible, of $4.6 million. The Official asset group was fully disposed in the three months ended June 30, 2025. See Note 8, Goodwill and Intangible Assets, Net and Note 9, Restructuring, for additional information.

Transaction costs associated with business combinations are expensed as incurred.

Goodwill represents the excess of the purchase price of an acquired business over the fair value of net assets acquired. The Company tests for goodwill impairment annually as of October 1 or more frequently when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

During each annual impairment test, the Company has the option to first assess qualitatively whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative assessment includes, but is not limited to: (i) deterioration in macroeconomic conditions or changes in market competitiveness; (ii) significant changes in cash flows and cost factors; (iii) changes in planned use of the assets; (iv) a significant decline in the Company’s stock price for a sustained period; and (v) a significant change in the Company’s market capitalization relative to its net book value.

As a result of the qualitative assessment, if the Company determines that it is more likely than not (i.e., greater than 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, it will perform a quantitative test by estimating the fair value of the reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company records a goodwill impairment loss equal to the excess of the carrying value of the reporting unit over its fair value, not to exceed the carrying amount of goodwill. Alternatively, the Company is permitted to bypass the qualitative assessment and proceed directly to performing the quantitative assessment.

The Company considers both the income and market approaches to estimate the fair value of a reporting unit. The income approach utilizes a discounted cash flow analysis. The market approach utilizes comparable public company information and key valuation multiples and considers a market control premium and guideline transactions, when applicable. The estimated fair value of a reporting unit is highly sensitive to changes in management’s estimates and assumptions including, but not limited to, the Company's forecasted financial results, revenue growth rate, discount rate and valuation multiples. Additionally, adverse macroeconomic factors, including but not limited to, slower economic growth, a higher cost of borrowing, inflationary pressures, and fluctuations in foreign currency exchange rates, may impact the estimated fair value of a reporting unit. See Note 8, Goodwill and Intangible Assets, Netfor additional information.

Indefinite-lived Intangible Assets

The Company tests intangible assets that are not amortized (i.e., indefinite-lived brands) for impairment at the asset level. Indefinite-lived intangible assets are tested for impairment annually as of October 1 or more frequently if certain circumstances indicate a possible impairment may exist. The Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less than its carrying value. If the Company determines that it is more likely than not that the intangible asset is impaired, it performs a quantitative assessment by comparing the fair value of the asset with its carrying amount. If the fair value, which is based on expected future cash flows, exceeds the carrying value, the asset is not considered impaired. If the carrying amount exceeds the fair value, an impairment loss would be recognized in an amount equal to the excess of the carrying amount of the asset over the fair value of the asset.

Long-lived Assets and Definite-lived Intangible Assets

Definite-lived intangible assets are stated at cost less accumulated amortization and accumulated impairment, if any. Amortization is calculated on a straight-line basis over the estimated useful lives of the definite-lived intangible assets, as follows:

Property and equipment, net is stated at cost less accumulated depreciation and accumulated impairment, if any. Cost of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:

Held and used long-lived assets, which primarily consist of property and equipment and right-of-use assets, and definite-lived intangible assets, which primarily consist of developed technology and definite-lived brands, are reviewed for impairment whenever events or circumstances indicate that the carrying value of such assets or asset group may not be recoverable. An asset group is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The carrying value of such assets or asset groups is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the assets or asset group exceeds its fair value. The remaining estimated useful lives of long-lived assets and definite-lived intangible assets are routinely reviewed and, if the estimate is revised, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. See Note 8, Goodwill and Intangible Assets, Net for additional information.

The Company classifies an asset or an asset group (collectively referred to as “the asset”) as held for sale when management commits to a formal plan to actively market the asset for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset and the transfer is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon classification as held for sale, the Company recognizes the asset at the lower of its carrying value or its estimated fair value, less costs to sell. In addition, the Company ceases to record depreciation or amortization for assets that are classified as held for sale. See Note 6, Sale of a Business for additional information.

Internal-Use Software

The Company incurs costs to develop software to be used solely to meet internal needs and applications used to deliver its services. These software development costs meet the criteria for capitalization once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Costs capitalized during the application development stage include salaries, benefits, bonus, stock-based compensation, and taxes for employees who are directly involved in the development of new products or features, direct costs of materials and services incurred in developing or obtaining internal-use software and interest costs incurred, if applicable. Costs associated with post implementation activities are expensed as incurred.

Capitalized software development costs are included in “Intangibles, net” in the accompanying consolidated balance sheets. The cost of internal-use software is amortized on a straight-line method over the estimated useful life of the applicable software, which is typically three years. During the years ended December 31, 2025, 2024 and 2023, the Company recorded $6.5 million, $6.4 million and $4.7 million of internal-use software amortization, respectively.

The Company has software applications that utilize cloud-based hosting arrangements with service contracts. The Company accounts for costs incurred in connection with the implementation of these various software systems under ASU 2018-15, Intangibles—Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. Costs that are incurred in the planning and post-implementation operation stages are expensed as incurred. Capitalized costs are included in “Other current assets” and “Other noncurrent assets” and are amortized on a straight-line basis over the contract terms plus any reasonably certain renewal period. The Company starts amortizing capitalized implementation costs when the systems are placed in production and ready for their intended use.

Investments

The Company has certain investments in privately held companies and limited partnerships. These investments are carried at cost, less any impairments, and are adjusted for subsequent observable price changes obtained from orderly transactions for identical or similar investments issued by the same investee in accordance with the measurement alternative in ASC 321, Certain investment in Debt and Equity Securities. The investments are included in “Other noncurrent assets” in the accompanying consolidated balance sheets. Any gains or losses are recorded to “Other income (expense), net” on the accompanying consolidated statements of operations.

Fair Value Measurements

The Company follows ASC 820, Fair Value Measurement, for assets and liabilities measured at fair value. The Company uses the fair value hierarchy to categorize assets and liabilities measured at fair value based on the available inputs to the valuation and the degree to which they are observable or not observable in the market.

The three levels of the fair value hierarchy are as follows:

•Level 1—Quoted prices in active markets for identical assets or liabilities.

•Level 2—Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities.

•Level 3—Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available

See Note 11, Fair Value Measurements, for additional information.

Derivatives

The Company recognizes derivative instruments as either assets or liabilities and measures these instruments at their fair value. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative and the resulting designation. For a derivative instrument that is not designated as a hedging instrument, changes in fair value are recognized in earnings in the period of change. For a derivative instrument designated as a cash flow hedge, changes in fair value are initially reported as a component of other comprehensive income (loss) and subsequently reclassified into earnings when the hedged transaction affects earnings. If the underlying hedged transaction does not occur, or it becomes probable that the hedged transaction will not occur, the cumulative unrealized gain or loss is reclassified immediately from other comprehensive income (loss) into earnings. The Company classifies derivative instruments in the statements of cash flows consistent with the classification of the underlying hedged transactions.

As of December 31, 2025, the Company's derivative instruments consisted of interest rate swaps, which were not designated as hedging instruments, and foreign currency forward contracts, which were designated as cash flow hedges. See Note 11, Fair Value Measurements and Note 12, Derivative Instruments for additional information.

Shares repurchased pursuant to the Company's share repurchase program are held as treasury stock until retirement and reflected as a reduction of stockholders' equity within the accompanying consolidated balance sheets. Upon retirement, the share repurchases will reduce Class A common stock based on the par value of the shares and reduce its capital surplus for the excess of the repurchase price over the par value. In the event the Company still has an accumulated deficit balance, the excess over the par value will be applied to “Additional paid-in capital.” Once the Company has retained earnings, the excess will be charged entirely to retained earnings.

Direct costs and excise tax obligations will be included in the cost of the repurchased shares in the Company’s consolidated financial statements. Reduction to the excise tax obligation associated with subsequent issuance of shares will be reflected as an adjustment to the excise tax previously recorded. See Note 14, Shareholders’ Equity, for additional information.

Revenue Recognition

The Company recognizes revenue from services in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when or as the Company’s performance obligations are satisfied by transferring control of the promised services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps as prescribed by ASC 606:

(i)identify the contract(s) with a customer;

(ii)identify the performance obligations in the contract;

(iii)determine the transaction price;

(iv)allocate the transaction price to the performance obligations in the contract; and

(v)recognize revenue when (or as) the entity satisfies performance obligations.

The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assess whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Revenue is primarily derived in the form of recurring subscriptions and in-app purchases. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases. Unused in-app purchase fees expire based on the terms of the underlying agreement and are recognized as revenue when it is probable that a significant revenue reversal would not occur. The Company also earns revenue from online advertising and partnerships. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.

As permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.

During the years ended December 31, 2025, 2024 and 2023, there were no customers representing greater than 10% of total revenue.

For the periods presented, revenue across apps was as follows:

Assets Recognized from the Costs to Obtain a Contract with a Customer

The Company has determined that certain costs paid to third party aggregators, primarily mobile app store fees, meet the requirements to be capitalized as a cost of obtaining a contract. These costs are capitalized and amortized over the period of contract performance, typically over the term of the applicable subscription period. Capitalized costs of obtaining contracts were $8.3 million and $11.0 million as of December 31, 2025 and 2024, respectively, which was included in “Other current assets” in the accompanying consolidated balance sheets. During the years ended December 31, 2025, 2024 and 2023, the Company recorded cost of revenue of $229.0 million, $271.4 million and $260.7 million, respectively, related to the amortization of capitalized costs of obtaining contracts in the accompanying consolidated statements of operations.

Deferred Revenue

Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less. The deferred revenue balance is $36.8 million and $43.4 million as of December 31, 2025 and 2024, respectively, all of which is classified as a current liability. During the years ended December 31, 2025, 2024 and 2023, the Company recognized revenue of $43.2 million, $48.7 million, and $46.1 million, respectively, that was included in the deferred revenue balance at the beginning of each respective period.

Advertising Costs

Advertising costs are expensed in the period in which the services are first delivered to the Company. Where media space is purchased in advance, expense is deferred until the advertising service has been received by the Company. Advertising costs represent online marketing, including fees paid to search engines and social media sites, brand marketing such as out of home and television advertising, field marketing and partner-related payments to those who direct traffic to the Company’s platforms. Advertising expense was $138.4 million, $227.0 million and $221.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Debt Issuance Costs

Costs incurred in connection with obtaining new debt financing are deferred and amortized over the life of the related financing. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. If such financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized. The new lenders pro-rata portion of third-party fees are deducted from the carrying value of the loans as additional discounts. For existing lenders, the pro-rata portion of third-party fees are expensed as incurred. Deferred costs are recognized as a direct reduction in the carrying amount of the debt instrument on the consolidated balance sheets and are amortized to interest expense over the term of the related debt using the effective interest method.

Income Taxes

The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company records interest (and penalties where applicable), net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax provision.

The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely-than-not threshold of being sustained. See Note 4, Income Taxes, for additional information.

In connection with the Reorganization Transactions and the IPO, the Company entered into a tax receivable agreement with certain of its pre-IPO owners that provided for the payment by the Company to such pre-IPO owners 85% of the benefits that the Company realized, or was deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in its IPO and other tax benefits related to entering into the tax receivable agreement. The payments under the tax receivable agreement were not conditioned upon continued ownership of the Company by the pre-IPO owners.

Actual tax benefits realized by the Company might have differed from tax benefits calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. Payments under the tax receivable agreement would have depended upon a number of factors, including the timing and amount of our future income.

The Company accounted for amounts payable under the tax receivable agreement in accordance with ASC 450, Contingencies. As such, subsequent changes in the fair value of the tax receivable agreement liability between reporting periods were recognized in the consolidated statements of operations.

On November 5, 2025, the Company entered into Amendment No. 1 to the tax receivable agreement, which provided for one-time settlement payments as consideration for the complete and full termination of the Company's payment obligations and the relinquishing of all TRA parties' payment rights under the tax receivable agreement. See Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement, for additional information.

Foreign Currencies

The Company’s consolidated financial statements are presented in U.S. dollars, which is the Company’s functional currency. The financial position and operating results of foreign entities whose primary economic environment is based on their local currency are consolidated using the local currency as the functional currency. These local currency assets and liabilities are translated into U.S. dollars at the rates of exchange as of the balance sheet date, and local currency revenue and expenses of these operations are translated at average rates of exchange during the period. Translation gains and losses are included in "Accumulated other comprehensive income" as a component of shareholders’ equity. Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in “Other income (expense), net” in the accompanying consolidated statements of operations. For the years ended December 31, 2025, 2024 and 2023, the Company recorded a foreign currency transaction gain (loss) of $12.1 million, $3.8 million and $(2.2) million, respectively.

The Company and certain of its subsidiaries have intercompany loans denominated in currencies other than the functional currency of the borrowing entity. These loans are of a long-term investment nature, as settlement is neither planned nor anticipated in the foreseeable future. Accordingly, foreign currency transaction adjustments related to these long-term intercompany loans are recorded in "Accumulated other comprehensive income" as a component of shareholders’ equity. Transaction gains and losses related to other intercompany balances that are not considered long-term investments are recorded in "Other income (expense), net" in the accompanying consolidated statements of operations.

Restructuring Charges

Restructuring charges are associated with improving operating leverage, discontinuing the operation of apps, office closure or exiting a market and consist primarily of severance, relocation, right-of-use asset impairment and other related costs. The Company evaluates the nature of these costs to determine if they relate to ongoing benefit arrangements which are accounted for under ASC 712, Compensation - Nonretirement Postemployment Benefits, or one-time benefit arrangements which are accounted for under ASC 420, Exit or Disposal Cost Obligations. The Company records a liability for ongoing employee termination benefits when it is probable that an employee is entitled to them and the amount of the benefits can be reasonably estimated. One-time employee termination costs are recognized when management has communicated the termination plan to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. All other related costs are recognized when incurred. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and are classified based on each employee’s respective function. See Note 9, Restructuring, for additional information.

Earnings (Loss) per Share

The Company computes earnings (loss) per share (“EPS”) of Class A common stock using the two-class method required for participating securities. The Company considers unvested restricted shares to be participating securities because holders are entitled to be credited with dividend equivalent payments, upon the payment by the Company of dividends on shares of Common Stock.

Undistributed earnings allocated to participating securities are subtracted from net earnings (loss) attributable to Bumble Inc. in determining net earnings (loss) attributable to common stockholders. Basic EPS is computed by dividing net earnings (loss) attributable to common stockholders by the weighted-average number of shares of our Class A common stock outstanding during the period.

For the calculation of diluted EPS, net earnings (loss) attributable to common stockholders for basic EPS is adjusted by the effect of dilutive securities. Diluted EPS attributable to common stockholders is computed by dividing the resulting net earnings (loss) attributable to common stockholders by the weighted-average number of common shares outstanding, adjusted to give effect to dilutive elements including restricted shares, restricted stock units ("RSUs"), and options to the extent these are dilutive. See Note 15, Earnings (Loss) per Share, for additional information.

Stock-Based Compensation

Compensation expense related to stock-based awards granted to employees and non-employees is measured at the fair value on the date of grant and recognized over the requisite service period. The grant date fair value of restricted shares and RSUs is estimated based on the fair value of the Company’s underlying common stock. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model for time-vesting awards or a Monte Carlo simulation approach in an option pricing framework for exit-vesting awards. Management makes assumptions with respect to the fair value of the Company’s equity award on the grant date, including the expected term of the award, the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award, risk-free interest rates and expected dividend yields of the Company’s stock. Forfeitures are recognized as they occur.

For time-vesting awards, compensation cost is recognized over the requisite service period, which is generally the vesting period, using the graded attribution method. For performance-based stock awards, compensation expense is recognized over the requisite service period on a straight-line basis when achievement is probable. In addition, Exit-Vesting awards with vesting based on certain performance conditions were modified in July 2022 to also provide for time-based vesting in 36 equal installments and the Company began to recognize incremental stock-based compensation associated with the modification of these awards using the graded attribution method. See Note 16, Stock-based Compensation, for additional information.

Recently Adopted Accounting Pronouncement

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures. The ASU requires entities to provide disaggregated income tax disclosures on the rate reconciliation and income taxes paid on an annual basis. ASU 2023-09 is effective for the Company beginning in fiscal year 2025. Early adoption is permitted. The Company adopted this standard prospectively in the year 2025. Adoption of this new standard did not have a material impact on the Company's consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The ASU clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or is not a share-based payment arrangement and therefore within the scope of other guidance. Entities can apply the amendments either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. If prospective application is elected, an entity must disclose the nature of and reason for the change in accounting principle. The Company adopted ASU 2024-01 in the first quarter of 2025 prospectively. Adoption of this ASU did not have a material impact on the accompanying consolidated financial statements and disclosures.

Recently Issued Accounting Pronouncement Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU 2024-03. The standard requires breaking down expenses into specific categories, such as employee compensation and costs related to depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for the Company beginning in fiscal year 2027 and interim periods beginning in fiscal year 2028, either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets. ASU 2025-05 is effective for the Company beginning in the first quarter of 2026 and will be applied prospectively. Early adoption is permitted. The Company does not expect the adoption this ASU to have a material impact on the consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Improvements to Accounting for Internal-Use Software. The ASU replaces the current stage-based capitalization model with a principles-based approach that requires capitalization of costs once management has authorized and commits to funding a software project and it is probable that the project will be completed and the software will be used as intended. The guidance is effective for the Company beginning in the first quarter of 2028. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815)—Hedge Accounting Improvements, which amends hedge accounting guidance in ASC 815 by addressing five specific hedge accounting issues, including similar risk assessments for cash flow hedges and expanded eligible hedged risk components. ASU 2025-09 is effective for the Company beginning in the first quarter of 2027 and will be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270)—Narrow-Scope Improvements, which clarifies the scope, form, and content of interim financial statements and consolidates interim disclosure requirements currently required under GAAP. The ASU also introduces a disclosure principle requiring entities to disclose material events and changes since the end of the most recent annual reporting period. ASU 2025-11 is effective for the Company in the first quarter of 2028. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures.

Note 3 - Leases

The Company has operating leases for office space, data centers and other facilities in several states and international locations. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Generally, the leases have initial terms ranging fromone tonine years. Renewal options that are reasonably certain to be exercised to extend the lease terms are recognized as part of the right of use assets and lease liabilities at the lease commencement date.

The Company elected certain practical expedients under ASC 842 which allow the Company to combine lease and non-lease components of lease payments in determining right-of-use assets and related lease liabilities. The Company also elected the short-term lease exception. Leases with an initial term of twelve-months or less that do not include an option to purchase the underlying asset are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term.

Components of lease cost included in general and administrative expenses on the consolidated statements of operations are as follows (in thousands):

Supplemental cash flow information related to leases is as follows (in thousands):

During the year ended December 31, 2025 the Company entered into a new office lease in the U.S., resulting in an increase of $1.0 million in right-of-use assets and a corresponding increase in lease liabilities. The Company did not enter into any new lease agreements during the years ended December 31, 2024 or 2023.

Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate):

The Company’s leases do not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. As the Company enters into operating leases in multiple jurisdictions and denominated in currencies other than the U.S. dollar, judgment is used to determine the Company’s incremental borrowing rate including (1) conversion of the subordinated borrowing rate (using published yield curves) to an unsubordinated and collateralized rate, (2) adjusting the rate to align with the term of each lease, and (3) adjusting the rate to incorporate the effects of the currency in which the lease is denominated.

Future maturities on lease liabilities as of December 31, 2025, are as follows (in thousands):

There wereno leases with residual value guarantees or executed leases that had not yet commenced as of December 31, 2025 and 2024.

The Company was also a sublessor onone operating lease during the years ended December 31, 2025, 2024 and 2023. The Company recorded $0.5 million, $0.4 million and $0.6 million of sublease income in “Other expense, net” during the years ended December 31, 2025, 2024 and 2023, respectively.

Note 4 - Income Taxes

U.S. and foreign (loss) earnings before income taxes and noncontrolling interests are as follows (in thousands):

The components of the income tax (benefit) provision are as follows (in thousands):

The Company recorded income tax expense of $34.4 million for the year ended December 31, 2025 compared to income tax expense of $23.1 million recorded for the year ended December 31, 2024. The increase in tax expense in the current year compared to 2024 is primarily attributable to higher foreign taxes resulting from a shift in the jurisdictional mix of earnings. The increase in tax expense in 2024 compared to 2023 is primarily attributable to the accrual of Pillar Two minimum taxes in certain foreign jurisdictions in 2024. In addition, the income tax expense for the current and prior years reported above, reflect the impact of the Company's assessment that it will not be able to realize the benefit of certain deferred tax assets for which a valuation allowance has been recorded.

Pillar Two Minimum Tax

On December 20, 2021, the Organization for Economic Cooperation and Development (“OECD”) released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where the Company operates, including the UK and certain EU member states, and is effective for the Company's financial year beginning January 1, 2024. The Company has performed an assessment of its exposure to Pillar Two income taxes, including its ability to qualify for transitional safe harbor relief under the GloBE rules. While the Company expects to qualify for transitional safe harbor relief in most jurisdictions in which it operates, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as “stateless” constituent entities under the Pillar Two model rules. The Company’s income tax provision for the year ended December 31, 2025 includes $12.6 million in accrued minimum taxes under Pillar Two (GloBE top up tax), which is based on currently enacted legislation and guidance. As of December 31, 2025, these accrued minimum taxes are included in “Other long-term liabilities” in the accompanying consolidated balance sheet and are payable in March 2027 with the filing of our GloBE return. The Company’s income tax provision for the year ended December 31, 2024 includes $12.6 million in accrued minimum taxes under Pillar Two, which is based on currently enacted legislation and guidance. As of December 31, 2025, these accrued minimum taxes are included in “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheet and are payable in June 2026 with the filing of our initial GloBE return. The Company is monitoring the implementation of Pillar Two legislation (both proposed and enacted) by individual countries, including the release of administrative guidance on the application of the GloBE rules, and will continue to evaluate the potential impact to the Company’s financial position. On January 5, 2026, the OECD released Administrative Guidance containing the Side-by-Side agreement (“SbS System”) as part of a broader package of Administrative Guidance on Pillar Two. The SbS System introduces two new Pillar Two safe harbours: (i) the Side-by-Side Safe Harbour (“SbS SH”) for MNE Groups headquartered in jurisdictions with both eligible domestic and worldwide tax systems; and (ii) the Ultimate Parent Entity Safe Harbour (“UPE SH”) for MNE Groups with a UPE located in a jurisdiction that has an eligible domestic tax system but not an eligible worldwide tax system. The Central Record for purposes of the Global Minimum Tax was updated on January 5, 2026 to reflect that the United States is an eligible jurisdiction for the SbS SH. We expect the SbS SH will have significant future impact to the Company and our Pillar Two computations, however, given the absence of implementing legislationas of December 31, 2025, no impact has been recorded for the year ended December 31, 2025. Accordingly, the Company is still evaluating the potential consequences of Pillar Two on its longer-term financial position.

The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below (in thousands):

As of December 31, 2025, the Company had deferred tax assets related to federal, state and foreign net operating loss carryforwards of $126.8 million, $13.1 million, and $1.6 million, respectively. Both the federal and foreign net operating losses can be carried forward indefinitely. The state net operating losses generally expire between 2026 and 2045.

The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. After consideration of all positive and negative evidence, the Company recorded a valuation allowance with respect to its U.S. federal and state deferred tax assets relating to the investment in partnership, net operating loss carryforwards, and interest expense carryforwards. The Company also recorded a valuation allowance against net operating loss carryforwards in certain foreign jurisdictions, which are not expected to be realized. The deferred tax asset related to the Tax Receivable Agreement has been entirely reversed as a result of the TRA Buyout, as further described in Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement. During 2025, the Company's valuation allowance increased by $53.2 million due primarily to an increase in U.S. federal and state deferred tax assets generated during the year. During the year ended December 31, 2024, the Company's valuation allowance increased by $220.7 million due primarily to an increase in U.S. federal and state deferred tax assets generated during the year.

A reconciliation of the statutory federal tax rate to the effective tax rate for the year ended December 31, 2025 is as follows:

A reconciliation of the statutory federal tax rate to the effective tax rate for the years ended December 31, 2024, and 2023, is as follows:

Uncertain Tax Positions

The Company files income tax returns in each jurisdiction in which it operates, both domestically and internationally. Due to the complexity involved with certain tax matters, the Company has considered all relevant facts and circumstances for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company believes that there are no other jurisdictions in which the outcome of uncertain tax matters is likely to be material to its results of operations, financial position or cash flows. The Company further believes that it has made adequate provision for all income tax uncertainties.

A rollforward of unrecognized tax benefits, excluding accrued penalties and interest is as follows:

Of the total amount of unrecognized tax benefits as of December 31, 2025, 2024, and 2023, $2.7 million, $2.9 million, and $2.4 million, respectively, would favorably impact the Company's effective tax rate if recognized.

Interest and penalties related to income tax matters are recorded within the “Income tax benefit (provision)” on the consolidated statements of operations. The total amount of unrecognized tax benefits, including accrued interest and penalties, at December 31, 2025, 2024, and 2023 was $15.3 million, $15.4 million, and $14.9 million, respectively, of which $2.8 million, $2.9 million, and $2.4 million is included in “Accrued expenses and other current liabilities”; and $12.5 million, $12.5 million ,and $12.5 million is a reduction of the Company’s deferred tax assets.

The Company currently files income tax returns in the U.S. and all foreign jurisdictions in which it has entities, which are periodically under audit by federal, state, and foreign tax authorities. These audits can involve complex matters that may require an extended period of time for resolution. The Company remains subject to U.S. federal and state income tax examinations for the tax years 2021 through 2025 and in the foreign jurisdictions in which it operates for varying periods from 2020 through 2025. The Company currently has income tax examinations open for the United Kingdom for 2020, 2021 and 2022. Additionally, Buzz Holdings L.P. and Bumble Inc. are under examination by the U.S. Internal Revenue Service for Tax Years 2021 and 2022.

Although the outcome of open tax audits is uncertain, in management’s opinion, adequate provisions for income taxes have been made. If actual outcomes differ materially from these estimates, they could have a material impact on our financial condition and results of operations. Differences between actual results and assumptions or changes in assumptions in future periods are recorded in the period they become known. To the extent additional information becomes available prior to resolution, such accruals are adjusted to reflect probable outcomes.

Cash paid for income taxes, net of refunds, for the year ended December 31, 2025 is as follows:

Note 5 - Payable to Related Parties Pursuant to a Tax Receivable Agreement

In connection with the Reorganization Transactions and the IPO, the Company entered into a tax receivable agreement with certain of its pre-IPO owners that provided for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realized, or was deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in its IPO and other tax benefits related to entering into the tax receivable agreement. The payments under the tax receivable agreement were not conditioned upon continued ownership of the Company by the pre-IPO owners.

Prior to November 5, 2025, the Company evaluated the realizability of tax benefits related to certain basis adjustments and acquired net operating loss carryforwards that were received in connection with the Reorganization Transactions and its IPO. The realizability of deferred tax assets was evaluated based on all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. The Company assessed the realizability of its deferred tax assets at each reporting period, and a change in its estimate of liability associated with the tax receivable agreement might have resulted as additional information became available, including results of operations in future periods. At the time of the Sponsor Acquisition, the assets and liabilities of Bumble Holdings were adjusted to fair value on the closing date of the business combination for both financial reporting and income tax purposes. As a result of the IPO, the Company inherited certain tax benefits associated with this stepped-up basis (“Common Basis”) created when certain pre-IPO owners acquired their interests in Bumble Holdings in the Sponsor Acquisition. This Common Basis entitles the Company to the depreciation and amortization deductions previously allocable to the pre-IPO owners. The Company measured the liability under the tax receivable agreement based on the portion of tax benefits it expected to realize from the Common Basis.

On November 5, 2025, the Company entered into Amendment No. 1 to the tax receivable agreement (the “TRA Amendment”) with Blackstone, the Founder of the Company and certain other pre-IPO owners. The TRA Amendment provided for one-time settlement payments of approximately $186.0 million as consideration for the complete and full termination of the Company’s payment obligations and the relinquishing of all TRA parties' payment rights under the tax receivable agreement (the “TRA Buyout”). Immediately prior to the TRA Amendment, Blackstone elected to exchange all of its Common Units,16.6 million units in total, for the Company's Class A common stock. The Company made cash settlement payments of $185.7 million to Blackstone, the Founder and certain other pre-IPO owners in connection with the TRA Buyout.

As of result of the TRA Buyout, the Company's tax receivable agreement liability decreased from $416.7 million as of December 31, 2024 tonil as of December 31, 2025. The excess of tax receivable agreement liability recorded prior to the TRA Buyout over the total cash distribution amount is $241.6 million, which was recorded in "Additional paid-in capital" as part of Shareholders' equity.

Note 6 - Sale of a Business

As part of the progression of the Company's strategic priorities, the Company discontinued its operation of the Fruitz app. In June 2025, the Board of Directors approved the sale of its subsidiary, Flashgap SAS ("Fruitz"), to a third party, which was completed in July 2025. The disposal of Fruitz does not represent a strategic shift that will have a major effect on the Company's consolidated results of operations and therefore was not classified as a discontinued operation.

As of June 30, 2025, Fruitz was classified as held for sale in the Company's consolidated balance sheet and was measured at the lower of its carrying amount or fair value less cost to sell, resulting in an impairment loss recorded during the three months ended June 30, 2025 of $6.8 million, including $1.8 million of impairment related to goodwill allocated to Fruitz. These impairment charges are included in “Impairment loss” in the accompanying consolidated statements of operations. See Note 8, Goodwill and Intangible Assets, Netand Note 9, Restructuring, for additional information.

Note 7 - Property and Equipment, net

A summary of the Company’s property and equipment, net is as follows (in thousands):

Depreciation expense related to property and equipment, net for the years ended December 31, 2025, 2024 and 2023 was $6.6 million, $7.2 million and $9.1 million, respectively.

Note 8 - Goodwill and Intangible Assets, Net

The changes in the carrying amount of goodwill for the periods presented is as follows (in thousands):

The Company evaluates goodwill for impairment annually and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. During 2025 and 2024, the Company identified multiple impairment triggering events indicating that the fair value of its reporting unit was more likely than not less than its carrying value. In accordance with ASC 350, Intangibles – Goodwill and Other, the Company performed quantitative goodwill impairment tests. For each impairment test, the Company estimated the fair value of its reporting unit using a combination of the income approach, employing a discounted cash flow model, and the market approach, employing a guideline public company method. The income and market approaches were weighted 75% and 25%, respectively. Key assumptions used in the discounted cash flow analyses included projected revenues, EBITDA margins, terminal growth rates, income tax rates and discount rates. These assumptions are updated as of each measurement date to reflect conditions then existing and involve significant judgment. Refer to Note 11, Fair Value Measurements for additional information.

2025 Impairment

During the three months ended December 31, 2025, the Company identified a triggering event related to a sustained decline in its stock price and the resulting decrease in its market capitalization. The Company performed a quantitative goodwill impairment test, applying a terminal growth rate ofzero, an income tax rate of 25.0% and a discount rate of 18.5%, which reflects a weighted average cost of capital adjusted for a company-specific risk premium. As a result, the Company recognized a goodwill impairment charge of $396.3 million.

During the three months ended June 30, 2025, the Company identified a separate triggering event driven by a revision to its 2025 outlook reflecting a strategic shift to improve the health of its membership base. The Company performed a quantitative goodwill impairment test, applying a terminal growth rate of 2.0%, an income tax rate of 25.0%, and a discount rate of 14.0%. As a result, the Company recorded a goodwill impairment charge of $258.1 million.

Additionally, in connection with the classification of Fruitz as held for sale in June 2025, the Company allocated $1.8 million of goodwill to Fruitz and determined that the allocated goodwill was fully impaired as of June 30, 2025. Refer to Note 6, Sale of a Business, for further information.

2024 Impairment

During the three months ended September 30, 2024, the Company identified triggering events related to its revised 2024 outlook, a sustained decline in its stock price and the resulting decrease in its market capitalization. The Company performed a quantitative goodwill impairment test, applying a terminal growth rate of 2.0%, an income tax rate of 25.0%, and a discount rate of 12.0%. As a result, the Company recognized a goodwill impairment charge of $197.2 million.

These goodwill impairment charges are included in “Impairment loss” in the accompanying consolidated statements of operations.

There wereno goodwill impairment charges recorded for the year ended December 31, 2023.

Intangible Assets, Net

A summary of the Company’s intangible assets, net is as follows (in thousands):

The Company evaluates its indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may exceed its fair value, in accordance with ASC 350, Intangibles – Goodwill and Other. The Company evaluates its long-lived assets and definite-lived intangible assets for recoverability whenever impairment indicators are present, at asset group level, in accordance with ASC 360, Property, Plant, and Equipment. The fair value of indefinite-lived intangible assets is estimated using a relief-from-royalty method, which requires assumptions including projected revenues, royalty rates, discount rates, terminal growth rates, and income tax rates. The fair value of long-lived assets and definite-lived intangible assets is estimated using a discounted cash flow methodology, when required. Key assumptions used in the discounted cash flow analyses included projected revenues, EBITDA margins, terminal growth rates, income tax rates and discount rates. These assumptions are updated as of each measurement date to reflect conditions then existing and involve significant judgment. Refer to Note 11, Fair Value Measurements for additional information.

2025 Impairment

During the three months ended December 31, 2025, the Company identified a triggering event related to a sustained decline in its stock price and the resulting decrease in its market capitalization. The Company performed a quantitative impairment test, applying a terminal growth rate ofzero, an income tax rate of 25.0% and a discount rate of 18.5% to determine the fair value of its indefinite-lived assets. As a result, the Company recognized an impairment charge of $230.0 million associated with its indefinite-lived intangible assets.

Additionally, during the three months ended December 31, 2025, the Company recognized animpairment charge of $4.2 million related to certain trademarks, reflecting the Company’s reassessment of its trademark portfolio in connection with changes in business priorities and geographic focus.

During the three months ended June 30, 2025, the Company identified a separate triggering event driven by a revision to its 2025 outlook reflecting a strategic shift to improve the health of its membership base. The Company performed a quantitative impairment test, applying a terminal growth rate of 2.0%, an income tax rate of 25.0% and a discount rate of 14.0%. As a result, the Company recorded an impairment charge of $140.0 million associated with its indefinite-lived assets.

Additionally, during the three months ended June 30, 2025, the Company recorded an impairment charge of $5.0 million for its definite-lived intangible assets associated with Fruitz that met the criteria to be classified as held for sale in June 2025. Refer to Note 6, Sale of a Business, for additional information.

Furthermore, in connection with the decision to discontinue the operation of the Official app, the Company assessed the recoverability of its definite-lived intangible assets at the Official asset group level and determined that the carrying value of the Official asset group was not recoverable. As a result, the Company recognized $3.6 million of impairment charges, representing the entire carrying value of the Official asset group, during the three months ended March 31, 2025. The Official asset group was fully disposed during the three months ended June 30, 2025. See Note 9, Restructuring, for additional information.

2024 Impairment

During the three months ended September 30, 2024, the Company identified triggering events related to its revised 2024 outlook, a sustained decline in its stock price, and the resulting decrease in its market capitalization. The Company performed a quantitative impairment test, applying a terminal growth rate of 1.2% to 2.0%, an income tax rate of 25.0% and a discount rate of 12.0%. As a result, the Company recognized animpairment charge of $670.3 million associated with its indefinite-lived assets and $24.7 million associated with the Fruitz asset group. The impairment charge associated with the Fruitz asset group was allocated to assets within the Fruitz asset group on a pro-rata basis based on the carrying amounts of the long-lived assets and definite-lived intangible assets. Additionally, the Company revised the remaining useful life of certain definite-lived intangible assets of Fruitz.

These impairment charges are included in “Impairment loss” in the accompanying consolidated statements of operations.

There wereno impairment charges recorded to intangible assets for the year ended December 31, 2023.

Geneva Asset Acquisition

On July 1, 2024, the Company completed the acquisition of Geneva Technologies, Inc. (“Geneva”) for total cash consideration of $17.5 million, net of cash acquired. The principal assets of Geneva, which is a pre-revenue company, are a social networking and communications platform for building friendship and community and related intellectual property rights. As substantially all of the fair value of the acquired assets was concentrated in Geneva’s developed technology, the transaction did not meet the definition of a business combination. As such, the Company accounted for this transaction as an asset acquisition in accordance with ASC 805, Business Combinations. The Purchase Consideration was allocated to the acquired assets and liabilities based on their relative fair values, with $17.2 million allocated to developed technology, which will be amortized on a straight-line basis over four years, and $0.3 million allocated to other assets and liabilities.

Amortization expense related to intangible assets for the years ended December 31, 2025, 2024 and 2023 was $19.3 million, $63.4 million and $59.0 million, respectively.

As of December 31, 2025, amortization of intangible assets with definite lives is estimated to be as follows (in thousands):

Note 9 - Restructuring

2025 Restructuring

In June 2025, the Company announced its decision to reduce its global workforce (the “2025 Restructuring Plan”) by approximately 240 roles, representing approximately 30% of the Company's employees, as it realigns its operating structure to optimize execution on its strategic priorities. As a result, the Company expects to incur approximately $15.0 million of total non-recurring charges through the first quarter of 2026, consisting primarily of employee severance, benefits and related charges for impacted employees.

During the year ended 2025, the Company discontinued its operation of the Official app and sold Fruitz to a third party. The Company incurred $1.4 million of expenses during the year, primarily related to employee severance, benefits and related charges for impacted employees. See Note 6, Sale of a Business, and Note 8, Goodwill and Intangible Assets, Netfor additional information.

2024 Restructuring

On February 27, 2024, the Company announced its decision to reduce its global workforce (the “2024 Restructuring Plan”) by approximately 350 roles to better align its operating model with future strategic priorities and to drive stronger operating leverage. The 2024 Restructuring Plan was completed in the third quarter of 2024, and the Company incurred $20.4 million in total non-recurring charges during the year ended December 31, 2024, consisting primarily of employee severance, benefits and related charges for impacted employees.

The Company did not record any restructuring charges during the year ended December 31, 2023.

The following table presents the total non-recurring restructuring charges by function for the periods indicated (in thousands):

The following table summarizes the restructuring related liabilities (in thousands):

Note 10 - Other Financial Data

Consolidated Balance Sheets Information

Other current assets are comprised of the following balances (in thousands):

(1) Other current assets as of December 31, 2025 include $13.2 million of indirect tax receivable.

Accrued expenses and other current liabilities are comprised of the following balances (in thousands):

(1) Other indirect taxes as of December 31, 2025 include a $9.2 million cumulative adjustment related to certain indirect tax obligations in prior periods. See Note 1, Organization and Basis of Presentation, for additional information.

Other long-term liabilities are comprised of the following balances (in thousands):

Consolidated Statement of Cash Flows Information

Supplemental cash flow information is as follows (in thousands):

(1)The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, prospectively in the year 2025. See Note 4, Income Taxes, for the disaggregated disclosure on income tax paid during 2025.

Note 11 - Fair Value Measurements

The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):

There were no transfers between levels between December 31, 2025 and December 31, 2024.

The carrying value of accounts receivable, accounts payable, income tax payable, accrued expenses and other payables approximate their fair values due to the short-term maturities of these instruments.

The Company's derivative assets and liabilities, which consists of interest rate swaps and foreign currency forward contracts, are measured at fair value on a recurring basis using observable market data (Level 2). The fair value of interest rate swaps is estimated using a combined income and market-based valuation methodology based on Level 2 inputs, including forward interest rate yield curves obtained from independent pricing services. The fair value of foreign currency forward contracts are measured using Level 2 inputs, which include observable market inputs such as foreign currency spot and forward rates, interest rate yield curves obtained from independent pricing services, and credit-risk adjustments. Refer to Note 2, Summary of Selected Significant Accounting Policiesand Note 12, Derivative Instrumentsfor additional information.

As of December 31, 2025, the Company has a contingent consideration arrangement, consisting of an earn-out payment to former shareholders of Worldwide Vision Limited of up to $150.0 million. The Company determined the fair value of the contingent earn-out liability by using a probability-weighted analysis, and, if the arrangement is long-term in nature, applying a discount rate that captures the risks associated with the duration of the obligation. The number of scenarios in the probability-weighted analyses vary; generally, more scenarios are prepared for longer duration and more complex arrangements. As of December 31, 2025 and 2024, the fair value of the contingent earn-out liability reflected a risk-free rate of 3.5% and 4.2%, respectively. The Company’s contingent earn-out liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). As of December 31, 2025 and 2024, the contingent earn-out liability was $0.1 million and $2.6 million, respectively, which is included in “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheets.

The Company classified contingent earn-out arrangements as liabilities at the time of the acquisition, as they will be settled in cash, and remeasures the fair values of the contingent earn-out liabilities each reporting period thereafter until settled. The fair value of the contingent earn-out liabilities is sensitive to changes in the stock price, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the performance metrics. Changes in fair values of contingent earn-out liabilities are recognized in “General and administrative expense” in the accompanying consolidated statements of operations. The change in fair value of the contingent earn-out liability for the years ended December 31, 2025, 2024 and 2023 was $(2.5) million, $(20.2) million and $(29.6) million, respectively.

Assets and liabilities that are measured at fair value on a non-recurring basis include indefinite-lived intangible assets, long-lived assets, definite-lived intangible assets and goodwill. During the year ended December 31, 2025, the Company recorded impairment charges of $370.0 million for indefinite-lived intangible assets, $3.6 million for the definite-lived intangible assets associated with Official, $4.2 million for the definite-lived intangible assets associated with trademarks, $656.2 million forgoodwill and $5.0 million forintangible assets associated with Fruitz asset held for sale. During the year ended December 31, 2024, the Company recorded impairment charges of $670.3 million forindefinite-lived intangible assets, $24.7 million for the Fruitz asset group and $197.2 million for goodwill. The Company determined the fair value of indefinite-lived intangible assets, long-lived assets, definite-lived intangible asset and its reporting unit for goodwill impairment using unobservable inputs (Level 3), except for impairment associated with Fruitz asset held for sale in the 2025 period, for which fair value was determined using exit price (Level 2). Refer to Note 2, Summary of Selected Significant Accounting Policies, Note 8, Goodwill and Intangible Assets, Net, and Note 6, Sale of a Business, for additional information.

Note 12 - Derivative Instruments

The Company uses interest rate swaps to manage the risk related to fluctuating cash flows from interest rate changes on the debt. These instruments are not designated as hedging instruments for accounting purposes. Beginning in the third quarter of 2025, the Company periodically entered into foreign exch ange forward contracts, which are designated as cash flow hedges, to manage the volatility of cash flows from revenue transactions denominated in foreign currencies. All cash flow hedges were considered effective during the year ended December 31, 2025. The Company does not enter into derivative contracts for trading purposes or speculation.

Counterparty default risk for the Company's derivative instruments is considered low because the derivative contracts it enters into are transacted with highly rated financial institutions. The Company was not required to and did not post collateral for its derivative contracts as of December 31, 2025. The Company does not offset the fair values of derivative assets and liabilities executed with the same counterparty, if any.

The following table presents the total gross notional amounts for the Company's outstanding derivative instruments measured in U.S. dollar equivalents (in thousands):

The following table presents the fair values of the Company's derivative instruments (in thousands):

The following table presents gains (losses) on the Company's derivative instruments recognized in the consolidated statements of operations (in thousands):

The following table presents the effect of the Company's derivative instruments designated as cash flow hedges in other comprehensive income (loss), net of tax (“OCI”) in the consolidated statement of comprehensive operations (in thousands):

As of December 31, 2025, the Company expects approximately $156.0 thousand of the unrealized gain related to its cash flow hedges to be released into earnings over the next 12 months, which represents the maximum period these hedges are designated against forecasted transactions. Refer to Note 2, Summary of Selected Significant Accounting Policiesand Note 11, Fair Value Measurementsfor additional information.

Note 13 - Debt

Total debt is comprised of the following (in thousands):

Credit Agreement

The Company and certain of its wholly owned subsidiaries, including the Borrower are party to a credit agreement (as amended, the “Credit Agreement”), pursuant to which the Company borrowed $575.0 million through aseven-year term loan (“Original Term Loan”) and $275.0 million through aseven-year incremental term loan (the “Incremental Term Loan,” and collectively with the Original Term Loan, the “Term Loans”). In addition, the Credit Agreement provides for a $50.0 million senior secured revolving credit facility maturing on June 17, 2026 (the “Revolving Credit Facility”) with $25.0 million available through letters of credit. The forward-looking term rate is based on the Term Secured Overnight Financing Rate (“Term SOFR”), plus a credit spread adjustment of 0.10% with respect to the Term Loans and 0.00% with respect to loans under the Revolving Credit Facility (Term SOFR plus such credit spread adjustment, “Adjusted Term SOFR”).

Based on the calculation of the applicable consolidated first lien net leverage ratio, the applicable margin for borrowings under the Revolving Credit Facility is between 1.00% to 1.50% with respect to base rate borrowings and between 2.00% and 2.50% with respect to Adjusted Term SOFR borrowings. The applicable commitment fee under the revolving credit facility is between 0.375% and 0.500% per annum based upon the consolidated first lien net leverage ratio. The Borrower must also pay customary letter of credit fees and an annual administrative agency fee.

The interest rates in effect for the Original Term Loan and the Incremental Term Loan as of December 31, 2025 were 6.77% and 7.27%, respectively. Interest expense, including the amortization of debt issuance costs, was $46.4 million, $53.4 million, and $52.3 million for the December 31, 2025, 2024, and 2023, respectively. The Original Term Loan amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Original Term Loan outstanding as of the date of the closing of the Original Term Loan, with the balance being payable at maturity on January 29, 2027. The Incremental Term Loan amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Incremental Term Loan outstanding as of the date of the closing of the Incremental Term Loan, with the balance being payable at maturity on January 29, 2027. Following the $200.0 million aggregate principal payment of amount of outstanding indebtedness March 2021, quarterly installment payments on the Incremental Term Loan are no longer required for the remaining term of the facility. Principal amounts outstanding under the Revolving Credit Facility, as amended, are due and payable in full at maturity on June 17, 2026. In August 2025, the Company made a$25.0 million voluntary principal payment on the Incremental Term Loan. As a result of this prepayment, the Company recognized a charge of$0.1 million to write offthe related unamortized debt issuance costs. As of December 31, 2025, amounts available under the Revolving Credit Facility were $50.0 million. As of December 31, 2025, and at all times during the year ended December 31, 2025, the Company was in compliance with the financial debt covenants.

As the loans are issued with a floating rate of interest, the Company believes that the fair value of the obligations approximates the principal amount of the loans as of December 31, 2025. The carrying value of the Term Loans includes the outstanding principal amount, less unamortized debt issuance costs. Therefore, the Company assumes the carrying value of the debt, before any transaction costs, would approximate the fair value of the loan obligation based on Level 2 inputs since the term loans carry variable interest rates that are based on the SOFR.

Future maturities of long-term debt as of December 31, 2025, were as follows (in thousands):

See Note 1, Organization and Basis of Presentation, and Note 21, Subsequent Event, for additional information.

Note 14 - Shareholders’ Equity

Reorganization

Prior to the IPO, on February 10, 2021 the limited partnership agreement of Bumble Holdings was amended and restated, resulting in the following:

•Bumble Inc. became the general partner of Bumble Holdings with 100% of the voting power and control of the management of Bumble Holdings.

•All outstanding Class A Units were either (1) reclassified into a new class of limited partnership interest referred to as “Common Units”, or (2) directly or indirectly exchanged for vested shares of Class A common stock of Bumble Inc.

•All outstanding Class B Units were either (1) reclassified into a new class of limited partnership interest referred to as “Incentive Units”, or (2) directly or indirectly exchanged for vested shares of Class A common stock of Bumble Inc. (in the case of vested Class B Units) and restricted shares of Class A common stock of Bumble Inc. (in the case of unvested Class B Units).

•Recognition of a noncontrolling interest due to the Pre-IPO Common Unitholders retaining an economic interest in Bumble Holdings related to Common Units not exchanged for vested shares of Class A common stock.

As part of the Reorganization Transactions, the Blocker Companies entered into certain restructuring transactions that resulted in the Pre-IPO Shareholders acquiring newly issued shares of Class A common stock in exchange for their ownership interests in the Blocker Companies and the Company acquiring an equal number of outstanding Common Units.

Additionally, Bumble Inc. and the holders of all Common Units entered into an exchange agreement in which the holders of the Common Units will have the right on a quarterly basis to exchange their Common Units for shares of Class A common stock of the Company on aone-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

Noncontrolling Interests

The Company’s noncontrolling interests represent a reserve related to the Common Units held by the pre-IPO Common Unitholders and the Common Units to which continuing incentive unitholders would be entitled to following exchange of their Vested Incentive Units.

Amended and Restated Certificate of Incorporation

The Company’s amended and restated certificate of incorporation has three classes of ownership interests:6,000,000,000 shares of Class A common stock, par value $0.01 per share,1,000,000 shares of Class B common stock, par value $0.01 per share, and 600,000,000 shares of preferred stock, par value $0.01 per share.

Class A Common Stock

Shares of Class A common stock have both voting and economic rights. Holders of Class A common stock are entitled toone vote for each share of Class A common stock held. Notwithstanding the foregoing, unless they elect otherwise, our Founder and affiliates of Blackstone (collectively, the “Principal Stockholders”) are entitled to outsized voting rights. Until the High Vote Termination Date (as defined below), each share of Class A common stock held by a Principal Stockholder is entitled toten votes. “High Vote Termination Date” means the earlier to occur of (i)seven years from the closing of the IPO and (ii) the date the parties to the stockholders agreement cease to own in the aggregate 7.5% of the outstanding shares of Class A common stock, assuming exchange of all Common Units. Shares of Class A common stock are entitled to dividends and pro rata distribution of remaining available assets upon liquidation. Shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.

As of December 31, 2025 and 2024, there were 129,613,455 shares and 107,107,632 shares of Class A common stock outstanding, respectively.

Class B Common Stock

Shares of Class B common stock have voting but no economic rights. Holders of Class B common stock generally are entitled, without regard to the number of shares of Class B common stock held by such holder, toone vote for each Common Unit of Bumble Holdings held by such holder. Notwithstanding the foregoing, unless they elect otherwise, each Principal Stockholder that holds Class B common stock is entitled to outsized voting rights. Until the High Vote Termination Date, each Principal Stockholder that holds Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units of Bumble Holdings held by such Principal Stockholder. Shares of Class B common stock do not have any right to receive dividends or distribution upon liquidation.

As of December 31, 2025 and 2024, there were 17 shares and 20 shares of Class B common stock outstanding, respectively.

Preferred Stock

The Company is authorized to issue, without the approval of its stockholders, one or more series of preferred stock. The Board may determine, with respect to any series of preferred stock, the powers (including voting powers), preferences and relative, participating, optional or other special rights.

As of each of December 31, 2025 and 2024, no preferred stock had been issued.

Secondary Offering

On March 8, 2023, the Company completed a secondary offering of 13.75 million shares of Class A common stock on behalf of certain selling stockholders affiliated with Blackstone (the “Blackstone Selling Stockholders”) and the Founder at a price of $22.80 per share. This transaction resulted in the issuance of 7.2 million shares of Class A common stock for the period ended March 31, 2023.

Bumble did not sell any shares of Class A common stock in this offering and did not receive any of the proceeds from the sales. Bumble paid the costs associated with the sales of shares by the Blackstone Selling Stockholders and the Founder, net of the underwriting discounts.

Sale of Shares by Blackstone and the Founder

On August 13, 2025, certain stockholders affiliated with Blackstone and the Founder sold 18.1 million shares of Class A common stock through privately negotiated transactions at a price of $6.26 per share. In connection with these transactions,8.4 million shares of Class A common stock were issued during the three months ended September 30, 2025, in exchange for Common Units previously held by the selling stockholders. Bumble did not sell any shares of Class A common stock in these transactions and did not receive any of the proceeds from the sales.

Exchange of Common Units by Blackstone

In connection with the TRA Buyout in November 2025, immediately prior to the TRA Amendment, certain stockholders affiliated with Blackstone elected to exchange all of its Common Units for the Company's Class A common stock.

The Company has a share repurchase program authorizing the repurchase of up to $450.0 million of its outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. During the year ended December 31, 2025, the Company repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. During the year ended December 31, 2024, the Company repurchased 25.1 million shares of Class A common stock and 2.0 million Common Units for $214.4 million, excluding excise tax obligations. During the year ended December 31, 2023, the Company repurchased 7.8 million shares of Class A common stock and 3.2 million Common Units for $157.1 million. As of December 31, 2025, all treasury shares were retired. As of December 31, 2025, a total of $50.1 million remains available for repurchase under the repurchase program. See Note 18, Related Party Transactions, for additional information on share repurchases from Blackstone.

Accumulated other comprehensive income

Accumulated other comprehensive income was $159.0 million as of December 31, 2025, which includes $158.8 million of foreign currency translation adjustment and $0.2 million change in fair value associated with foreign currency contracts designated as cash flow hedges. Accumulated other comprehensive income was $71.1 million as of December 31, 2024, which relates to foreign currency translation adjustments.

Distributions

No dividends were paid in the years ended December 31, 2025, 2024 and 2023. No dividends were outstanding at December 31, 2025 and 2024.

Note 15 - Earnings (Loss) per Share

The following two tables set forth a reconciliation of the numerators and denominators used to compute the Company's basic and diluted loss per share (in thousands).

(1)Reallocation of net loss during the year ended December 31, 2025 is primarily driven by Blackstone's exchange of 16.6 million Common Units to the Company's Class A common stock immediately prior to the TRA Amendment. See Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement, for additional information.

The following table sets forth potentially dilutive securities that were excluded from the diluted loss per share computation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:

Note 16 - Stock-based Compensation

Total stock-based compensation cost, net of forfeitures was as follows:

The increase in stock-based compensation expense during the year ended December 31, 2025 from the same period in 2024 was primarily due to lower forfeitures. The decrease in stock-based compensation expense during the year ended December 31, 2024 from the same period in 2023 was primarily due to forfeitures and headcount reductions. Negative amount represents expense reversal associated with forfeitures that exceeded expenses recognized during the period presented.

2021 Omnibus Plan Adoption

In connection with the Company's IPO, the Company adopted the 2021 Omnibus Plan, which became effective on the date immediately prior to the effective date of the IPO. The Company initially reserved 30,000,000 shares of Class A common stock for the issuance of awards under the 2021 Omnibus Plan. The number of shares available for issuance under the 2021 Omnibus Plan will be increased automatically on January 1 of each fiscal year, by a number of shares of our Class A common stock equal to the least of (i)12,000,000 shares of Class A common stock; (ii)5% of the total number of shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year, and (iii) a lower number of shares as may be determined by the Board. Prior to 2024, the Board affirmed that the number of shares available for issuance under the 2021 Omnibus Plan did not increase pursuant to the automatic adjustment provision. For 2024, 2025 and 2026, the Board approved increases of 6,534,381,5,355,382 and 6,480,673, respectively, available for issuance under the 2021 Omnibus Plan, which represents, in each case,5% of the total number of shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year.

Independent Director Compensation Policy

Under the Company’s Non-Employee Director Compensation Policy, as amended, non-employee directors of the Company (other than directors employed by Blackstone), are eligible to be granted initial and annual RSUs.

Stock-Based Compensation Awards

Shares issued for the exercise of stock options or vesting of restricted shares, incentive units, or restricted stock units are issued from authorized but unissued Class A common stock or Common Units.

Incentive Units in Bumble Holdings

The Time-Vesting Incentive Units generally vest over afive-year service period and for which expense is recognized under a graded expense attribution model. The Exit-Vesting Incentive Units vest in 36 equal monthly installments that ended in July 2025.

The following table summarizes information around Incentive Units in Bumble Holdings. These awards include grants of Class B Units that were reclassified into Incentive Units in connection with the Company's IPO, as well as Incentive Units issued to new recipients:

As of December 31, 2025, total unrecognized compensation cost related to the Time-Vesting Incentive Units is $4.0 thousand, which is expected to be recognized over a weighted-average period of 0.1 years.

Restricted Shares of Class A Common Stock in Bumble Inc.

The Time-Vesting restricted shares of Class A common stock generally vest over afive-year service period and for which expense is recognized under a graded expense attribution model. The Exit-Vesting restricted shares of Class A common stock vest in 36 equal monthly installments that ended in July 2025.

The following table summarizes information around restricted shares in the Company:

RSUs in Bumble Inc.

Time-Vesting RSUs granted in connection with the Company's IPO generally vest in equal annual installments over afive-year period. Time-Vesting RSUs granted after the IPO typically vest overone tofour years, with certain award providing for earlier full vesting upon a change in control. Time-Vesting RSUs granted to independent directors in 2023 vest on the earlier of (i) immediately prior to the first annual meeting of the shareholders of the Company following the grant date, or (ii) the first anniversary of the current year annual meeting of the shareholders of the Company. Beginning in January 2024, annual Time-Vesting RSUs granted under the Non-Employee Director Compensation Policy vest on the earlier of (i) immediately prior to the first annual meeting of the shareholders of the Company following the grant date, or (ii) the first anniversary of grant date. Initial Time-Vesting RSUs granted to non-employee directors vest over athree-year period. The expense for Time-Vesting RSUs is recognized under a graded expense attribution model. The Exit-Vesting RSUs vest in 36 equal monthly installments that ended in July 2025.

The following table summarizes information around RSUs in the Company, which includes grants of Phantom Class B Units that were reclassified into RSUs in conjunction with the IPO, as well as RSUs issued to new recipients and non-employee directors:

The total fair value of RSUs as of the respective vesting dates during the years ended December 31, 2025, 2024, and 2023 was $21.6 million, $27.4 million, and $42.1 million, respectively. As of December 31, 2025, total unrecognized compensation cost related to the Time-Vesting RSUs is $53.4 million, which is expected to be recognized over a weighted-average period of 2.2 years.

Options

Options have a maximum contractual term of 10 years. Time-Vesting stock options either vest over afour or afive-year period. The expense for Time-Vesting stock options is recognized under a graded expense attribution model. The Exit-Vesting stock options vest in 36 equal monthly installments that ended in July 2025.

We estimate the fair value of stock options on the date of grant using a Black-Scholes option-pricing valuation model, which uses the expected option term, stock price volatility, and the risk-free interest rate. The expected option term assumption reflects the period for which we believe the option will remain outstanding. We elected to use the simplified method to determine the expected option term, which is the average of the option’s vesting and contractual term, as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time our shares have been publicly traded. Our computation of expected volatility is based on the historical volatility of selected comparable publicly-traded companies over a period equal to the expected term of the option. The risk-free interest rate reflects the U.S. Treasury yield curve for a similar instrument with the same expected term in effect at the time of the grant. The Company did not grant any stock options during the year ended December 31, 2025. The following assumptions were utilized to calculate the fair value of Time-Vesting Options granted during the year ended December 31, 2024 and 2023:

The following table summarizes the Company’s option activity as it relates to Time-Vesting stock options as of December 31, 2025:

The following table summarizes the Company’s option activity as it relates to Exit-Vesting stock options as of December 31, 2025:

As of December 31, 2025, total unrecognized compensation cost related to the Time-Vesting options is $1.8 million, which is expected to be recognized over a weighted-average period of 2.3 years.

The weighted-average exercise price exceeded the market price as of December 31, 2025, and as such, resulted in the aggregate intrinsic value to be negative for all of the Company’s stock options (referred to as “out-of-the money”).

Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan (the “ESPP”), which allows it to make one or more offerings to its employees to purchase shares under the ESPP. The first offering will begin and end on dates to be determined by the plan administrator. The ESPP allows participants to purchase Class A common stock through contributions of up to 15% of their total compensation. The purchase price of the Class A common stock will be 85% of the lesser of the fair market value of our Class A common stock as determined on the applicable grant date or the applicable purchase period end date (provided that, in no event may the purchase price be less than the par value per share of our Class A common stock). The Company has initially reserved 4,500,000 shares of Class A common stock for issuance under the ESPP. The number of shares available for issuance under the ESPP will be increased automatically on January 1 of each fiscal year beginning in 2022 by a number of shares of our Class A common stock equal to the lesser of (i) the positive difference between 1% of the shares outstanding on the final day of the immediately preceding fiscal year and the ESPP share reserve on the final day of the immediately preceding fiscal year; and (ii) a lower number of shares as may be determined by the Board. Since the adoption of the ESPP, the Board has elected not to approve an increase to the number of shares available for issuance under the ESPP on January 1 of each fiscal year. As of December 31, 2025, the ESPP has not been activated and there wereno offering periods during 2025.

Note 17 - Benefit Plans

Long-Term Incentive Plan

The Company established a long-term cash incentive plan (the “LTIP”) on June 1, 2018 with an estimated performance measurement period ofthree tofour years. Performance was measured based on the Company’s performance against the following pre-established targets: (i) the target monthly average users; (ii) revenue, and (iii) profits. The Company recorded expense for the LTIP of $0.8 million, $1.1 million andnil in the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025 and December 31, 2024, the Company had an accrued balance of $0.6 million and $1.0 million for the LTIP, respectively.

Defined Contribution Plan

The Company participates in various benefit plans, principally defined contribution plans. The Company’s contributions for these plans for the year ended December 31, 2025, 2024 and 2023, are $5.3 million, $6.1 million and $6.2 million, respectively.

Note 18 - Related Party Transactions

In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below. The following table summarizes balances with related parties (in thousands):

Share Repurchase

In December 2023, the Company and Bumble Holdings entered into an agreement with certain entities affiliated with Blackstone in a private transaction under the Company’s existing share repurchase program, under which the Company agreed to repurchase approximately 4.0 million shares of its Class A common stock beneficially owned by Blackstone and Bumble Holdings agreed to repurchase from Blackstone approximately 3.2 million Common Units, which are exchangeable for shares of Class A common stock on aone-for-one basis, for an aggregate purchase price of $100 million.

In March 2024, the Company and Bumble Holdings entered into an agreement with certain entities affiliated with Blackstone in a private transaction under the Company’s existing share repurchase program, under which the Company agreed to repurchase approximately 2.5 million shares of its Class A common stock beneficially owned by Blackstone and Bumble Holdings agreed to repurchase from Blackstone approximately 2.0 million Common Units, which are exchangeable for shares of Class A common stock on aone-for-one basis, for an aggregate purchase price of $50 million.

Payable to related parties pursuant to a tax receivable agreement

In connection with the TRA Buyout in November 2025, the Company made a total cash settlement payments of $185.7 million, of which $178.2 million was made to Blackstone and the Founder of the Company. See Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement.

Other

The Company recognizes advertising revenues and incurs marketing expenses from Liftoff Mobile Inc., a company in which Blackstone-affiliated funds hold a controlling interest. The Company uses TaskUs Inc., a company in which Blackstone-affiliated funds hold a controlling interest, for moderator services. The Company recognizes consulting expenses payable to Blackstone Management Partners L.L.C., an affiliate of Blackstone.

Note 19 - Segment and Geographic Information

The Company operates asone operating segment with revenue primarily derived in the form of recurring subscriptions and in-app purchases. The Company’s CODM is the Chief Executive Officer. The CODM assesses performance of the operating segment and decides how to allocate resources based on revenue, operating earnings (loss), and net earnings (loss) presented on a consolidated basis. Furthermore, the CODM reviews and utilizes functional expenses (cost of revenue, sales and marketing, general and administrative, and product development) at the consolidated level to manage the Company's operations. There are no segment managers who are held accountable for operations and operating results below the consolidated level. Accordingly, the Company reports asone segment and all required segment financial information can be found in the consolidated statements of operations.

Revenue by major geographic region is based upon the location of the customers who receive the Company's services. The information below summarizes revenue by geographic area, based on customer location (in thousands):

The United States is the only country with revenues of 10% or more of the Company’s total revenue.

As the Company operates its business underone segment, there is no difference between its segment assets and the total consolidated assets. The information below summarizes property and equipment, net by geographic area (in thousands):

United Kingdom, United States and Czech Republic are the only countries with property and equipment of 10% or more of the Company’s total property and equipment, net.

Note 20 - Commitments and Contingencies

The Company has entered into indemnification agreements with the Company’s officers and directors for certain events or occurrences. The Company maintains a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director.

Litigation

We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, consumer protection, governmental regulations, product liability, privacy, safety, environmental, intellectual property, employment and other actions that are incidental to our business.

These actions frequently seek putative damages that may significantly exceed our assessment of any reasonably possible loss from the resolution of such actions. We record a liability for legal claims when the Company determines that a loss is probable and the amount can be reasonably estimated, and, if the liability is material, we disclose the amount of the liability reserved.

These matters are subject to inherent uncertainties and it is possible that an unfavorable outcome of one or more of these legal proceedings or other contingencies could have a material impact on the business, financial condition, or results of operations of the Company.

From time to time, the Company is subject to patent litigations asserted by non-practicing entities.

Legal expenses are included in “General and administrative expense” in the accompanying consolidated statements of operations. As of December 31, 2025 and December 31, 2024, the Company determined thatno provision was required, as management’s best estimate of any probable loss related to litigation was nil. During the year ended December 31, 2025, the Company paid $1.2 million to settle litigation matters, which amount is accordingly no longer reflected in the provision as of December 31, 2025.

Purchase Commitments

On December 12, 2025, the Company amended an agreement with one of its third-party service providers related to cloud services. Under the amended terms, the Company is committed to pay a minimum of $56.0 million over five consecutive years beginning in December 2025. If the Company fails to meet a minimum annual commitment in any period or upon early termination as defined in the agreement, the Company will be required to pay any unsatisfied minimum commitment amounts, subject to certain rollover provisions. As of December 31, 2025, the minimum commitment remaining with this third-party was $55.2 million. In addition, the Company has an agreement with another third-party service provider related to cloud services, under which the Company is committed to pay a total of $12.4 million over a period of 36 months beginning October 2024. At the end of the 36 months or upon early termination as defined in the agreement, any unused consumption capacity will expire unless a renewal agreement is executed. As of December 31, 2025, the total commitment fee remaining with this third-party was $4.4 million.

Note 21 - Subsequent Event

On March 13, 2026, the Company, through one of its subsidiaries, the Borrower, entered into the Commitment Letter with the Commitment Parties, pursuant to which, subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide a $475.0 million senior secured term loan facility to fund, together with cash on hand, the refinancing in full of all of the Borrower’s outstanding indebtedness under the Credit Agreement. The funding of the term loan facility provided for in the Commitment Letter is subject to the satisfaction of customary conditions that management has concluded are within the Company's control.