Bumble Inc
For the period ended Jun 30, 2024. Filed Aug 8, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 8, 2024
BMBL$5.97-0.2%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-09.
0000950170-24-057159
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-08.
0000950170-24-093910
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 19 previous paragraphs and 8 current paragraphs.
7 unchanged; 1 reworded; 0 added; 11 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Removed paragraphs (11)
Previous report
The following table sets forth purchases by the Company of its Class A common stock during the three months ended March 31, 2024 under this publicly announced share repurchase program.
Previous report
(1) Average price paid per share includes costs associated with the repurchases (i.e. broker commissions, etc.) but excludes the 1% excise tax accrued on our share repurchases as a result of the Inflation Reduction Act of 2022.
Previous report
(2) Represents the approximate dollar value of shares of Class A common stock that remained available for repurchase as of March 31, 2024. Amount includes broker commissions but excludes the impact of other costs and expenses related to the repurchase of shares, such as excise taxes or other transaction costs.
Previous report
(3) Includes 1,996,487 Common Units, which are exchangeable for shares of Class A common stock on a one-for-one basis, repurchased from Blackstone by Bumble Holdings.
Previous report
Our officers and directors from time to time may adopt trading plans to transact in Bumble Inc. securities for reasons such as satisfying vesting-related income tax requirements, investment diversification, or other personal reasons. During the three months ended March 31, 2024, certain of our officers and directors adopted a pre-arranged stock trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (each such plan, a “Rule 10b5-1 Plan”), as described below.
Previous report
Beehive Holdings III, LP, an entity controlled by Whitney Wolfe Herd, our Executive Chair, adopted a Rule 10b5-1 Plan on March 6, 2024. The plan provides for the potential exchange of up to 1,100,000 Common Units for an equivalent number of shares of Class A common stock pursuant and subject to the terms of the exchange agreement, dated as of February 10, 2021, by and among Bumble Inc., Buzz Holdings L.P. and holders of Common Units from time to time party thereto, and the associated sale of up to 1,100,000 shares of Class A common stock at certain specified limit prices.
Previous report
Sissie Hsiao, a member of our Board of Directors, adopted a Rule 10b5-1 Plan on March 7, 2024. Ms. Hsiao’s plan provides for the sale of 8,203 shares of Class A common stock to be received from the vesting of restricted stock units (“RSUs”). The plan is intended to sell shares of Class A common stock to cover the income tax obligations related to the vesting of the RSUs.
Previous report
Ann Mather, our Lead Director, adopted a Rule 10b5-1 Plan on March 8, 2024. Ms. Mather’s plan provides for the sale of 7,492 shares of Class A common stock to be received from the vesting of RSUs (the intent of such sale being to cover the income tax obligations related to the vesting of the RSUs) and the potential sale of an additional 7,491 shares of Class A common stock which is subject to a specified limit price.
Previous report
Mses. Wolfe Herd’s, Hsiao’s and Mather’s plans will expire on October 23, 2024, October 4, 2024 and September 8, 2024, respectively, or upon the earlier completion of all authorized transactions under the plan or if the trading arrangement is otherwise terminated according to its terms.
Previous report
Each of the Rule 10b5-1 Plans described above was adopted in accordance with our Securities Trading Policy.
Reworded paragraphs (1)
Previous wording
In May, 2023, we announced that our Board of Directors had approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock. On November 7, 2023, the Company announced an increase in the share repurchase program authorized amount from $150.0 million to $300.0 million. In March 2024, the Company and Bumble Holdings entered into an agreement with Blackstone in a private transaction under the Company’s existing share repurchase program, whereby the Company agreed to repurchase 2.5 million shares of its Class A common stock beneficially owned by Blackstone and Bumble Holdings agreed to repurchase from Blackstone 2.0 million Common Units, which are exchangeable for shares of Class A common stock on a one-for-one basis, for an aggregate purchase price of $50.0 million. The program had $58.7 million remaining as of March 31, 2024. On May 8, 2024, the Company announced an increase in the share repurchase program authorized amount from $300.0 million to $450.0 million, which increased the amount available for repurchases under the program to $208.7 million. Share repurchases under the program will 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, privately negotiated transactions in compliance with Rule 10b-18 under the Exchange Act or other means, including through Rule 10b5-1 trading plans. The share repurchase program does not have an expiration date and may be suspended or discontinued at any time.
Current wording
In May, 2023, we announced that our Board of Directors had approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. The Company announced increases in the share repurchase program authorized amount from $150.0 million to $300.0 million in November 2023 and from $300.0 million to $450.0 million in May 2024. During the second quarter of 2024, the Company did not purchase any shares under the program, which had remaining authorization of $208.7 million as of June 30, 2024.