Bumble Inc.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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, 2025 · Filed Aug 7, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-12.
0000950170-25-069174
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001628280-25-038861
Item 1A. Risk FactorsUnre gistered Sales of Equity Securities and Use of ProceedsThe 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 5 current paragraphs.
4 unchanged; 1 reworded; 0 added; 14 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 (14)
Previous report
The following table sets forth purchases by the Company of its Class A common stock during the three months ended March 31, 2025 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 the end of each monthly period reflected in the applicable row. 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
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, 2025, certain of our 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
Ann Mather, the Chair of our Board of Directors (the “Board”), adopted a Rule 10b5-1 Plan on March 4, 2025. Ms. Mather’s plan provides for the sale of 10,770 shares of Class A common stock to be received from the vesting of restricted stock units (“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
Sissie Hsiao, amember of our Board, adopted a Rule 10b5-1 Plan on March 6, 2025. Ms. Hsiao’s plan provides for the sale of 13,477 shares of Class A common stock to be received from the vesting of 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
Mses. Mather’s and Hsiao’s plans will expire on September 9, 2025 and October 6, 2025, 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.
Previous report
On May 7, 2025, Matthew S. Bromberg notified the Board of his decision to resign from the Board, effective June 5, 2025. Mr. Bromberg’s decision to resign from the Board was not the result of any disagreement (i) with the Company, the Company’s management, or any other member of the Board, or (ii) on any matter relating to the Company’s operations, policies, or practices. Bumble and the Board wish to thank Mr. Bromberg for his service and contributions to the Company. The Board will reduce the size of the Board from 10 directors to 9 directors, effective upon Mr. Bromberg’s retirement.
Previous report
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A. (formerly Atlantia S.p.A.), which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.
Reworded paragraphs (1)
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. As of March 31, 2025, a total of $50.1 million remained available for repurchase under the 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 second quarter of 2025, the Company did not purchase any shares under the program, which had remaining authorization of $50.1 million as of June 30, 2025.