Bumble Inc.

Previous wording

We provide online dating and social networking applications through free, subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble operates a family of apps, including Bumble, Bumble For Friends, Badoo, and Geneva. Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move. Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in several countries in Europe and Latin America. Building on the BFF mode in Bumble app, in July 2023 we officially launched a standalone Bumble For Friends app. Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections. In July 2024, we acquired Geneva, through which we aim to expand the Bumble For Friends experience from one-to-one connections to groups and communities to serve the many ways people seek friendships. As part of our strategic priorities, we decided to discontinue our operation of the Fruitz and Official apps, which we expect to be completed in the first half of 2025.

Current wording

We provide online dating and social networking applications through free, subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble operates a family of apps, including Bumble, Bumble For Friends, Badoo, and Geneva. Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move. Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in several countries in Europe and Latin America. Building on the BFF mode in Bumble app, in July 2023 we officially launched a standalone Bumble For Friends app. Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections. In July 2024, we acquired Geneva, through which we aim to expand the Bumble For Friends experience from one-to-one connections to groups and communities to serve the many ways people seek friendships. As part of our strategic priorities, we decided to discontinue our operation of the Fruitz and Official apps. During the second quarter, we shut down the Official app. In June 2025, we entered into an agreement with a third-party to sell our subsidiary, Flashgap SAS (popularly known as Fruitz app). The sale was completed in July 2025.

Previous wording

Adjusted EBITDA of $64.4 million and $74.0 million, respectively, representing Adjusted EBITDA margins of 26.1% and 27.6%, respectively.

Current wording

•Adjusted EBITDA of $94.6 million and $75.0 million, respectively, representing Adjusted EBITDA margins of 38.1% and 27.9%, respectively.

Previous wording

Net cash provided by operating activities of $43.2 million and $2.4 million, respectively, and operating cash flow conversion of 218.1% and 7.1%, respectively; and

Current wording

•Net cash provided by operating activities of $114.5 million and $35.3 million, respectively, and operating cash flow conversion of * and 49.4%, respectively; and

Previous wording

Free cash flow of $40.8 million and $(0.4) million, respectively, representing free cash flow conversion of 63.4% and (0.5)%, respectively.

Current wording

•Free cash flow of $108.6 million and $30.8 million, respectively, representing free cash flow conversion of 68.3% and 20.7%, respectively.

Previous wording

As previously disclosed, we are in the process of implementing a new strategy and transformation plan intended to deliver durable member value and drive long-term sustainable revenue. As part of this new strategy, we are focusing on fostering a vibrant and healthy membership base, improving the member experience through product innovation and optimization of operations, and evolving our revenue strategy to ensure we deliver value at every step of our members’ journey. As we address these areas of focus, our member growth and success in attracting new members, member engagement and monetization may be negatively impacted. In addition, efforts to improve the health of our membership base, including the removal of bad actors from our apps and changes to our member acquisition strategy, may adversely affect revenue and paying users in the short term. Furthermore, if we do not successfully implement our new strategy, our business, financial condition and results of operations could be materially adversely affected.

Current wording

As previously disclosed, we are in the process of implementing a new strategy and transformation plan intended to deliver durable member value and drive long-term sustainable revenue. As part of this strategy, we are focusing on fostering a vibrant and healthy membership base, improving the member experience through product innovation, including increased use of artificial intelligence in our product and in the optimization of our operations, modernizing our technology to better deliver product innovation, and evolving our revenue strategy to ensure we deliver value at every step of our members’ journey. To align with these priorities, we have strategically shifted away from paid member acquisition and performance marketing in favor of brand and organic investment. As we address these areas of focus, our member growth and success in attracting new members, member engagement and monetization may be negatively impacted. In addition, efforts to improve the health of our membership base, including the removal of bad actors from our apps and strategically reducing paid performance marketing for member acquisition, may adversely affect revenue and paying users in the short term. Furthermore, if we do not successfully implement our new strategy, our business, financial condition and results of operations could be materially adversely affected.

Previous wording

In May 2024, our Board of Directors approved amendments to the share repurchase program to increase the authorized Class A common stock repurchase amount from $300.0 million to $450.0 million. During the three months ended March 31, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. During the three months ended March 31, 2024, we repurchased 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. As of March 31, 2025, a total of $50.1 million remained available for repurchase under the repurchase program.

Current wording

We have a share repurchase program whereby our Board of Directors has authorized us to repurchase up to $450.0 millionin Class A common stock. During the six months ended June 30, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. During the six months ended June 30, 2024, we repurchased 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. There were no share repurchases during the three months ended June 30, 2025 and 2024. As of June 30, 2025, a total of $50.1 million remained available for repurchase under the repurchase program.

Previous wording

In connection with certain reorganization transactions and our initial public offering (“IPO”), we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are dependent upon future taxable income. During the three months ended March 31, 2025, our tax receivable agreement liability decreased by a net $17.0 million due to the tax receivable agreement payment made in the first quarter of 2025 and the impact of share repurchases.

Current wording

In connection with certain reorganization transactions and our initial public offering (“IPO”), we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are dependent upon future taxable income. During the six months ended June 30, 2025, our tax receivable agreement liability decreased by a net $17.0 million due to the tax receivable agreement payment made in the first quarter of 2025 and the impact of share repurchases.

Previous wording

During the three months ended March 31, 2025, we recognized impairment charges of $3.6 million for the Official asset group due to the anticipated discontinuation of the Official app.

Current wording

During the three months ended June 30, 2025, we identified a potential impairment triggering event related to our indefinite-lived assets and goodwill. The triggering event was related to our revised 2025 outlook, which reflects a strategic shift to improve the health of our membership base. As a result, we performed an interim impairment test. Based on the results of the test, we recognized impairment charges of $140.0 million for indefinite-lived intangible assets and $258.1 million for goodwill during the three months ended June 30, 2025. We also recorded an impairment charge of $6.8 million during the three months ended June 30, 2025 in conjunction with the classification of Fruitz to held for sale. In addition, during the three months ended March 31, 2025, we recognized impairment charges of $3.6 million for the Official asset group due to the anticipated discontinuation of the Official app. There were no impairment charges recorded for the three and six months ended June 30, 2024.

Previous wording

We have historically recorded impairment charges related toour indefinite-lived assets, long-lived assets and definite-lived intangible assets, and goodwill. It is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired. A further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future. In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.

Current wording

We have historically recorded impairment charges related to our indefinite-lived assets, long-lived assets and definite-lived intangible assets, and goodwill. It is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired. A change in corporate strategy, a further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future. In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.

Previous wording

In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps, which we expect to be completed in the first half of 2025. We expect to incur approximately $1.4 million of expenses during the first half of 2025, primarily related to employee severance, benefits and related charges for impacted employees.

Current wording

In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps. The Official app was discontinued during the second quarter of 2025 and Fruitz was sold to a third party in July 2025. We expect to incur approximately $1.4 million of expenses through the third quarter of 2025, primarily related to empl oyee severance, benefits and related charges for impacted employees.

Previous wording

During the three months ended March 31, 2025, stock-based compensation expense was higher compared to the same period in 2024, primarily due to forfeitures and headcount reductions associated with the 2024 Restructuring Plan. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.

Current wording

During the three and six months ended June 30, 2025, stock-based compensation expense was higher compared to the same period in 2024, primarily due to forfeitures and headcount reductions associated with the 2024 Restructuring Plan. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.

Previous wording

Comparison of the Three Months Ended March 31, 2025 and 2024

Current wording

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Previous wording

Badoo App and Other Revenue was $45.3 million for the three months ended March 31, 2025, compared to $52.0 million for the same period in 2024. This decrease was primarily driven by a 13.2% decline in Badoo App and Other ARPPU to $10.72 and unfavorable fluctuations in foreign currency exchange rates, partially offset by a 0.9% increase in Badoo App and Other Paying Users to 1.3 million.

Current wording

Badoo App and Other Revenue was $46.8 million for the three months ended June 30, 2025, compared to $50.6 million for the same period in 2024. This decrease was primarily driven by a 3.3% decline in Badoo App and Other Paying Users to 1.3 million and a 3.0% decline in Badoo App and Other ARPPU to $11.57, partially offset by favorable fluctuations in foreign currency exchange rates.

Previous wording

Total Revenue was $247.1 million for the three months ended March 31, 2025, compared to $267.8 million for the same period in 2024. The decrease was primarily driven by declines in Total Average Revenue per Paying User and Total Paying Users, as well as unfavorable fluctuations in foreign currency exchange rates.

Current wording

Total Revenue was $495.3 million for the six months ended June 30, 2025, compared to $536.4 million for the same period in 2024. The decrease was primarily driven by a decline in Total Paying Users, a decline in Total Average Revenue per Paying User, and unfavorable fluctuations in foreign currency exchange rates.

Previous wording

Bumble App Revenue was $201.8 million for the three months ended March 31, 2025, compared to $215.8 million for the same period in 2024. This decrease was primarily driven by a 5.7% decline in Bumble App ARPPU to $24.84, an 0.8% decrease in Bumble App Paying Users to 2.7 million, and unfavorable fluctuations in foreign currency exchange rates.

Current wording

Bumble App Revenue was $403.2 million for the six months ended June 30, 2025, compared to $433.7 million for the same period in 2024. This decrease was primarily driven by a 6.1% decline in Bumble App Paying Users to 2.6 million, a 1.0% decline in Bumble App ARPPU to $25.81, and unfavorable fluctuations in foreign currency exchange rates.

Previous wording

As a percentage of revenue, cost of revenue for the three months ended March 31, 2025 decreased as compared to the same period in 2024, primarily due to the reduction in Apple fees as a result of opting into Apple's European Union terms in the first quarter of 2025.

Current wording

As a percentage of revenue, cost of revenue for the three months ended June 30, 2025 increased compared to the same period in 2024, primarily due to an increase in personnel costs associated with the 2025 Restructuring Plan and increased fraud prevention expenses, partially offset by a reduction in Apple fees as a result of opting into Apple's European Union terms in the first quarter of 2025. As a percentage of revenue, cost of revenue decreased for the six months ended June 30, 2025 as compared to the same period in 2024, primarily due to the reduction in Apple fees as a result of opting into Apple's European Union terms in the first quarter of 2025, partially offset by increased fraud prevention expenses.

Previous wording

General and administrative expense for the three months ended March 31, 2025 increased by $0.8 million, or 3.8%, as compared to the same period in 2024. The change was primarily driven by a $13.4 million unfavorable fluctuation in fair value of the contingent earn-out liabilities, partially offset by a $5.2 million decrease in legal and professional fees, a $5.0 million decrease in personnel-related costs due to headcount reductions associated with the 2024 Restructuring Plan, and a $2.4 million decrease in stock-based compensation due to higher forfeitures associated with the departure of officers in the first quarter of 2025.

Current wording

General and administrative expense for the six months ended June 30, 2025 increased by $0.6 million, or 1.1%, compared to the same period in 2024. The change was primarily driven by an $18.8 million unfavorable fluctuation in fair value of the contingent earn-out liabilities, partially offset by a $7.3 million decrease in legal and professional fees, a $6.8 million decrease in stock-based compensation primarily due to the departure of officers in the first quarter of 2025, and a $3.5 million decrease in personnel costs from restructuring-related headcount reductions.

Previous wording

Product development expense in the three months ended March 31, 2025 decreased by $1.5 million, or 4.2%, as compared to the same period in 2024. The change was primarily driven by an $7.8 million decrease in personnel-related costs due to headcount reductions associated with the 2024 Restructuring Plan, partially offset by a $4.5 million increase in stock-based compensation due to equity awards granted in the first quarter of 2025.

Current wording

Product development expense in the three months ended June 30, 2025 increased by $16.8 million, or 107.0%, compared to the same period in 2024. The change was primarily driven by a $7.8 million increase in personnel costs primarily associated with the 2025 Restructuring Plan, a $7.1 million increase in stock-based compensation due to equity awards granted in 2025 and higher restructuring-related forfeitures in the 2024 period, and a $1.5 million increase in subscription expense.

Previous wording

During the three months ended March 31, 2025, we recognized an impairment charge of $3.6 million for the Official asset group. There were no impairment charges recorded for the three months ended March 31, 2024. For additional information, see Note 2,

Current wording

During the three months ended June 30, 2025, we recognized impairment charges of $258.1 million for goodwill, $140.0 million for our indefinite-lived intangible assets and $6.8 million for Fruitz. In addition, we recognized an impairment charge of $3.6 million for the Official asset group in the three months ended March 31, 2025. There were no impairment charges recorded for the three and six months ended June 30, 2024. For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Goodwill, Indefinite-lived Intangible Assets, Long-lived Assets and Definite-lived Intangible Assets, Note 5, Goodwill and Intangible Assets, Net, and Note 6, Asset Held for Sale to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

Previous wording

Interest expense, net for the three months ended March 31, 2025 increased by $3.1 million, or 35.1%, compared to the same period in 2024. This change was primarily driven by a decrease in interest income on our interest rate swaps and a decrease in investments in money market funds, partially offset by a decrease in interest rates on our outstanding debt under the Credit Agreement.

Current wording

Interest expense, net for the three months ended June 30, 2025 increased by $1.2 million, or 13.0%, compared to the same period in 2024. Interest expense, net for the six months ended June 30, 2025 increased by $4.3 million, or 23.9%, compared to the same period in 2024. These changes for the three and six months ended June 30, 2025 were primarily driven by lower interest income on our interest rate swaps and reduced investments in money market funds, partially offset by a decrease in interest rates on our outstanding debt under the Credit Agreement.

Previous wording

Other income (expense), net for the three months ended March 31, 2025 increased by $8.2 million, compared to the same period in 2024. The change was primarily due to $6.0 million net foreign currency exchange losses in three months ended March 31, 2025.

Current wording

Other income (expense), net for the three months ended June 30, 2025 was $(11.9) million, compared to $(0.6) million for the same period in 2024. Other income (expense), net for the six months ended June 30, 2025 was $(18.7) million, compared to $0.9 million for the same period in 2024. These changes for the three and six months ended June 30, 2025 were primarily driven by net foreign currency exchange losses.

Previous wording

Income tax provision was $6.0 million for the three months ended March 31, 2025 as compared to $7.5 million for the same period in 2024. The income tax provision is lower year over year for the three months ended March 31, 2025, primarily due to a decrease in Income before income taxes for 2025 as compared to the same period in 2024.

Current wording

Income tax provision was $6.5 million for the three months ended June 30, 2025, compared to $4.6 million for the same period in 2024 and $12.5 million for the six months ended June 30, 2025, compared to $12.1 million for the same period in 2024. The income tax provision increased year over year for both the three and six months ended June 30, 2025 primarily due to higher foreign taxes resulting from a shift in the jurisdictional mix of earnings.

Previous wording

On December 20, 2021, the Organization for Economic Cooperation and Development released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where we operate, including the UK and certain EU member states, and is effective for our financial year beginning January 1, 2024. We have performed an assessment of our exposure to Pillar Two income taxes, including our ability to qualify for transitional safe harbor relief under the GloBE rules. While we expect to qualify for transitional safe harbor relief in most jurisdictions in which we operate, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as “stateless” constituent entities under the Pillar Two model rules. Our income tax provision for the three months ended March 31, 2025 and March 31, 2024, includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. We are 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 our financial position. In addition, in January 2025, the United States issued an executive order announcing opposition to aspects of these rules. Accordingly, we are still evaluating the potential consequences of Pillar Two on our longer-term financial position.

Current wording

On December 20, 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where we operate, including the UK and certain EU member states, and is effective for our financial year beginning January 1, 2024. We have performed an assessment of our exposure to Pillar Two income taxes, including our ability to qualify for transitional safe harbor relief under the GloBE rules. While we expect to qualify for transitional safe harbor relief in most jurisdictions in which we operate, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as “stateless” constituent entities under the Pillar Two model rules. Our income tax provision for the three and six months ended June 30, 2025 and June 30, 2024, includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. We are 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 our financial position. In addition, in January 2025, the United States issued an executive order announcing opposition to aspects of these rules. Accordingly, we are still evaluating the potential consequences of Pillar Two on our longer-term financial position.

Previous wording

Includes interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.

Current wording

(1)Includes interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.

Previous wording

Represents employer portion of Social Security and Medicare payroll taxes domestically, National Insurance contributions in the United Kingdom and comparable costs internationally related to the settlement of equity awards.

Current wording

(2)Represents employer portion of Social Security and Medicare payroll taxes domestically, National Insurance contributions in the United Kingdom and comparable costs internationally related to the settlement of equity awards.

Previous wording

Represents certain litigation costs, net of insurance proceeds, associated with pending litigations or settlements of litigation that arise outside of the ordinary course of business.

Current wording

(3)Represents certain litigation costs, net of insurance proceeds, associated with pending litigations or settlements of litigation that arise outside of the ordinary course of business.

Previous wording

Represents foreign exchange loss due to foreign currency transactions.

Current wording

(4)Represents foreign exchange loss due to foreign currency transactions.

Previous wording

Represents costs associated with discontinuing the operations of the Fruitz and Official apps and the 2024. Restructuring Plan, such as severance, benefits and other related costs.

Current wording

(5)Represents costs associated with discontinuing the operations of the Fruitz and Official apps and the 2025 and 2024 Restructuring Plans, such as severance, benefits and other related costs.

Previous wording

Represents transaction costs primarily related to acquisitions.

Current wording

(6)Represents transaction costs primarily related to acquisitions.

Previous wording

Represents recognized adjustments to the tax receivable agreement liability.

Current wording

(7)Represents recognized adjustments to the tax receivable agreement liability.

Previous wording

Represents impairment charges to the Official asset group in the first quarter of 2025.

Current wording

(8)Represents impairment charges to the Official asset group in the first quarter of 2025, and to indefinite lived-intangible assets, goodwill and Fruitz asset held for sale in the second quarter of 2025.

Previous wording

As of March 31, 2025, we had $202.2 million of cash and cash equivalents, a decrease of $2.1 million from December 31, 2024. Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, acquisition of businesses, funding of our debt obligations, partnership tax distributions, paying income taxes and obligations under our tax receivable agreement and effectuating share repurchases as discussed below. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.

Current wording

As of June 30, 2025, we had $261.7 million of cash and cash equivalents, an increase of $57.4 million from December 31, 2024. Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, acquisition of businesses, funding of our debt obligations, partnership tax distributions, paying income taxes and obligations under our tax receivable agreement and effectuating share repurchases as discussed below. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.

Previous wording

We have a share repurchase program of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. During the three months ended March 31, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. During the three months ended March 31, 2024, we repurchased 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. As of March 31, 2025, a total of $50.1 million remained available for repurchase under the repurchase program.

Current wording

We have a share repurchase program of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. During the six months ended June 30, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. During the six months ended June 30, 2024, we repurchased 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. There were no share repurchases during the three months ended June 30, 2025 and 2024. As of June 30, 2025, all treasury shares were retired, and a total of $50.1 million remained available for repurchase under the repurchase program.

Previous wording

In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps, which we expect to be completed in the first half of 2025. We expect to incur approximately $1.4 million of total non-recurring charges during the first half of 2025. On February 27, 2024, we announced that the Company adopted the 2024 Restructuring Plan to reduce its global workforce. The 2024 Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges through the third quarter of 2024. During the three months ended March 31, 2025 and 2024, we made $1.1 million and $2.7 million, respectively, of cash payments in connection with discontinuing the Fruitz and Official apps and the 2024 Restructuring Plan.

Current wording

On February 27, 2024, we announced the adoption of our 2024 Restructuring Plan, which reduced our global workforce. The 2024 Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges through the third quarter of 2024.

Previous wording

Net cash provided by operating activities was $43.2 million and $2.4 million, respectively, in the three months ended March 31, 2025 and 2024, which was driven by net earnings of $19.8 million and $33.9 million, non-cash adjustments of $32.6 million and $(1.8) million, and changes of assets and liabilities of $(9.2) million and $(29.6) million in the three months ended March 31, 2025 and 2024, respectively. Changes of assets and liabilities in the three months ended March 31, 2025 and 2024 consist primarily of: changes in accounts receivable of $(0.7) million and $3.6 million, respectively, driven by foreign exchange differences and timing of cash receipts; changes in accounts payable of $(2.0) million and $3.4 million, respectively, driven by timing of cash payment; changes in accrued expenses and other current liabilities of $(5.5) million and $(12.9) million, respectively, driven by bonus payouts, other personnel-related expenses, and tax receivable liability payments; changes in other current assets of $1.6 million and $(4.3) million, respectively, driven by income tax receivable and prepaid expenses; and changes in legal liabilities of nil and $(17.3) million, respectively, driven by litigation settlement payments.

Current wording

Net cash provided by operating activities was $114.5 million and $35.3 million, respectively, in the six months ended June 30, 2025 and 2024, which was driven by net earnings (loss) of $(347.2) million and $71.6 million, non-cash adjustments of $469.6 million and $17.0 million, and changes in assets and liabilities of $(7.9) million and $(53.2) million in the six months ended June 30, 2025 and 2024, respectively. Changes in assets and liabilities in the six months ended June 30, 2025 and 2024 consisted primarily of: changes in accrued expenses and other current liabilities of $(8.6) million and $(25.0) million, respectively, driven bymarketing spend, personnel-related expenses, and tax receivable liability payments; and changes in legal liabilities of $0.4 million and $(25.2) million, respectively, driven by litigation settlement payments in the 2024 period.

Previous wording

Net cash used in investing activities related to capital expenditures was $2.4 million and $2.8 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Net cash used in investing activities related to capital expenditures was $5.9 million and $4.5 million for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

Net cash used in financing activities was $42.5 million and $94.4 million in the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, we used $28.7 million for share repurchases of our Class A common stock and $8.9 million for tax receivable agreement payments. During the three months ended March 31, 2024, we used $62.1 million for share repurchases of our Class A common stock, $2.7 million for cash distribution payments to the noncontrolling interest holders, and Bumble Holdings used $22.2 million for the repurchase of Common Units. During the three months ended March 31, 2025 and 2024, we used $3.4 million and $5.9 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units. During each of the three months ended March 31, 2025 and 2024, we used $1.4 million to repay a portion of the outstanding indebtedness under our Original Term Loan.

Current wording

Net cash used in financing activities was $51.4 million and $101.0 million in the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, we used $28.7 million for share repurchases of our Class A common stock, $5.2 million for cash distribution payments to the noncontrolling interest holders and $8.9 million for tax receivable agreement payments. During the six months ended June 30, 2024, we used $62.1 million for share repurchases of our Class A common stock, $5.6 million for cash distribution payments to the noncontrolling interest holders, and Bumble Holdings used $22.2 million for the repurchase of Common Units. During the six months ended June 30, 2025 and 2024, we used $5.7 million and $8.2 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units. During each of the six months ended June 30, 2025 and 2024, we used $2.9 million to repay a portion of the outstanding indebtedness under our Original Term Loan.

Previous wording

(1)We have contractual obligations with various third parties. In November 2024, we amended an agreement with one of our third parties related to cloud services, which superseded and replaced the May 2023 agreement. Under the amended terms, we are committed to pay a minimum of $9.5 million over the period of 12 months from November 2024. If at the end of the 12 months, or upon early termination, we have not reached the $9.5 million in spend, we will be required to pay for the difference between the sum of fees already incurred and the minimum commitment. As of March 31, 2025, our minimum commitment remaining with this third party is $5.9 million. In October 2024, we amended an agreement with another third-party related to cloud services, which superseded and replaced the April 2021 agreement. Under the amended terms, we are committed to pay a total of approximately $12.4 million over a period of 36 months from October 2024. At the end of the 36 months, or upon early termination, any unused consumption capacity will expire unless we enter into a renewal agreement. As of March 31, 2025, our total commitment fee remaining with this third-party was $8.5 million.

Current wording

(1)We have contractual obligations with various third parties. We are committed to pay a minimum of $9.5 million over the period of 12 months beginning November 2024 to one of our third-parties related to cloud services. If at the end of the 12 months, or upon early termination, we have not reached $9.5 million in spend, we will be required to pay for the difference between the sum of fees already incurred and the minimum commitment. As of June 30, 2025, our minimum commitment remaining with this third-party is $4.3 million. In addition, we are committed to pay a total of approximately $12.4 million over a period of 36 months beginning October 2024 to another third-party related to cloud services. At the end of the 36 months, or upon early termination, any unused consumption capacity will expire unless we enter into a renewal agreement. As of June 30, 2025, our total commitment fee remaining with this third-party was $9.0 million. The remaining contractual obligation of $8.8 million as of June 30, 2025 relates to individually immaterial contractual obligations with various other third-party service providers.

Previous wording

In connection with the IPO, in February 2021, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company’s allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. The payments under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners. The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are not reflected in the contractual obligations table set forth above as they are dependent upon future taxable income. Assuming no material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement, we expect future payments under the tax receivable agreement related to the Offering Transactions and subsequent activity through March 31, 2025 to aggregate to $685.5 million and to range over the next 15 years from approximately $4.1 million to $69.3 million per year and decline thereafter. In determining these estimated future payments, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO but were contemplated to have occurred pursuant to the Blocker Restructuring. The foregoing numbers are merely estimates, and the actual payments could differ materially. For additional information, see Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement, to the unaudited condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”

Current wording

In connection with the IPO, in February 2021, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company’s allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. The payments under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners. The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are not reflected in the contractual obligations table set forth above as they are dependent upon future taxable income. Assuming no material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement, we expect future payments under the tax receivable agreement related to the Offering Transactions and subsequent activity through June 30, 2025 to aggregate to $685.3 million and to range over the next 15 years from approximately $27.6 million to $58.7 million per year and decline thereafter. In determining these estimated future payments, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO but were contemplated to have occurred pursuant to the Blocker Restructuring. The foregoing numbers are merely estimates, and the actual payments could differ materially. For additional information, see Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement, to the unaudited condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”

Previous wording

We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our 2024 Form 10-K for the year ended December 31, 2024. There have been no significant changes to these accounting policies and estimates for the three months ended March 31, 2025.

Current wording

We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our 2024 Form 10-K for the year ended December 31, 2024. There have been no significant changes to these accounting policies and estimates for the six months ended June 30, 2025.