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, BFF and Badoo. 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, which we re-launched in September 2025 as BFF, our dedicated app for friend-finding, group connections and community-building, powered in part by the integration of Geneva, which we acquired in July 2024. As part of our strategic priorities, we decided to discontinue our operation of the Fruitz and Official apps. During the second quarter of 2025, we shut down the Official app. In July 2025, we completed the sale of our subsidiary, Flashgap SAS (popularly known as Fruitz app).

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, BFF and Badoo. Bumble app, launched in 2014, is one of the first dating apps built with women at the center. 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, which we relaunched in September 2025 as BFF in the United States, our dedicated app for friend-finding, group connections and community-building.

Previous wording

•Adjusted EBITDA of $83.1 million and $82.6 million, respectively, representing Adjusted EBITDA margins of 33.7% and 30.2%, respectively.

Current wording

•Adjusted EBITDA of $82.6 million and $64.4 million, respectively, representing Adjusted EBITDA margin of 38.9% and 26.1%, respectively;

Previous wording

•Net cash provided by operating activities of $191.3 million and $128.8 million, respectively, and operating cash flow conversion of * and *, respectively; and

Current wording

•Net cash provided by operating activities of $77.2 million and $43.2 million, respectively, and operating cash flow conversion of 146.8% and 218.1%, respectively; and

Previous wording

•Free cash flow of $182.4 million and $122.7 million, respectively, representing free cash flow conversion of 75.3% and 53.0%, respectively.

Current wording

•Free cash flow of $73.8 million and $40.8 million, respectively, representing free cash flow conversion of 89.4% and 63.4%, respectively.

Previous wording

The following metrics were calculated excluding paying users of and revenue generated from Official, advertising, partnerships and affiliates. Although Bumble For Friends app was relaunched as BFF in September 2025, the Company continues to generate revenue from the legacy Bumble For Friends app. As of September 30, 2025, BFF app has not generated any revenue and therefore is excluded from our key operating metrics.

Current wording

The following metrics were calculated excluding paying users of and revenue generated from Official, advertising and partnerships or affiliates. The Bumble For Friends app was relaunched as BFF in the United States in September 2025. The Company has not sought to generate revenue from the BFF app and therefore it is excluded from our key operating metrics as of March 31, 2026..

Previous wording

•Adjusted EBITDA. We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and restructuring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

Current wording

•Adjusted EBITDA. We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and restructuring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

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 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 (a) strategically shifted away from paid member acquisition in favor of brand and organic investment and (b) limited performance marketing to targeted usage aimed at acquiring quality members who we believe will be additive to the health of our membership base. 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 trust and safety initiatives, such as the removal of bad actors from our apps, and strategically reducing paid performance marketing for member acquisition, have recently and may continue to 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 have implemented a business strategy and transformation plan intended to deliver durable member value and drive long-term sustainable revenue. As part of this strategy, we have focused on fostering a vibrant and healthy membership base and improving the member experience through product innovation, including modernizing our technology and increased use of artificial intelligence in our products and in the optimization of our operations. To align with these priorities, we have (a) strategically shifted away from paid member acquisition in favor of brand and organic investment and (b) limited performance marketing to targeted usage aimed at acquiring quality members who we believe will be additive to the health of our membership base. As we transition from the completion of the quality reset to our membership base, our primary focus has shifted to improving the member experience through product innovation. As we address these areas of focus, our revenue and paying users have been, and may continue to be, negatively impacted in the short term. Furthermore, if we do not successfully implement this strategy, our business, financial condition and results of operations could be materially adversely affected.

Previous wording

See also “If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” of our 2024 Form 10-K.

Current wording

See also “If we fail to retain existing members or add new members, or if our members decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” of our 2025 Form 10-K.

Previous wording

Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary, and trade policy, including the recent introduction of higher tariffs by the U.S. government, and fluctuations in foreign currency exchange rates have impacted and may continue to impact our results of operations, as well as our members who face greater pressure on disposable income. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.

Current wording

Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary, and trade policy, including the introduction of higher tariffs by the U.S. government, inflationary pressures that may affect consumer spending, and fluctuations in foreign currency exchange rates, have impacted and may continue to impact our results of operations, as well as our members who face greater pressure on disposable income. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.

Previous wording

For additional information, see “Risk Factors—General Risk Factors—We are exposed to changes in the global macroeconomic environment beyond our control, which may adversely affect consumer discretionary spending, demand for our products and services, our expenses, and our ability to execute strategic plans.” in Part I, “Item 1A—Risk Factors” of our 2024 Form 10-K.

Current wording

For additional information, see Part I, “We are exposed to changes in the global macroeconomic environment beyond our control, which may adversely affect consumer discretionary spending, demand for our products and services, our expenses, and our ability to execute strategic plans” in “Item 1A—Risk Factors—General Risk Factors” of our 2025 Form 10-K.

Previous 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. There were no share repurchases during the three months ended September 30, 2025. During the nine months ended September 30, 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 September 30, 2024, we repurchased 14.2 million shares of Class A common stock for $89.7 million, excluding excise tax obligations. During the nine months ended September 30, 2024, we repurchased 19.5 million shares of Class A common stock and 2.0 million Common Units for $174.1 million, excluding excise tax obligations. As of September 30, 2025, a total of $50.1 million remained available for repurchase under the repurchase program.

Current wording

We have a share repurchase program authorizing the repurchase 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, 2026, we did not repurchase any shares of Class A common stock. 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. As of March 31, 2026, a total of $50.1 million remains available for repurchase under the repurchase program.

Previous wording

For additional information, see Note 2, Summary of Selected Significant Accounting Policies —Share Repurchase Program, Note 14, Related Party Transactions — Share Repurchase, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

Current wording

For additional information, see Note 2, Summary of Selected Significant Accounting Policies —Share Repurchase Program, 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

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.

Current 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 then-anticipated discontinuation of the Official app. There were no impairment charges recorded for the three months ended March 31, 2026.

Previous 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.

Current wording

We have historically recorded impairment charges related to our indefinite-lived assets, long-lived assets, 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

For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Goodwill, Indefinite-lived Intangible Assets and Long-lived Assets and Definite-lived Intangible Assets, Note 5, Goodwill and Intangible Assets, Net, and Note 6, Sale of a Businessto our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

Current wording

For additional information, see Note 4, Goodwill and Intangible Assets, Net, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q, as well as Note 2, Summary of Selected Significant Accounting Policies—Goodwill,—Indefinite-Lived Intangible Assets and —Long-Lived Assets and Definite-Lived Intangible Assets, Note 6, Sale of a Business, and Note 8, Goodwill and Intangible Assets, Net to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of our 2025 Form 10-K.

Previous wording

In June 2025, we announced our decision to reduce our global workforce (the “2025 Restructuring Plan”) by approximately 240 roles, representing approximately 30% of our employees, as we realign our operating structure to optimize execution on our strategic priorities. As a result, we expect to incur approximately $13.0 million to $18.0 million oftotal non-recurring charges through the first quarter of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees.

Current wording

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

Previous 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 incurred 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.

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 incurred $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

General and administrative expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources. General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims and accruals for future legal obligations that are deemed probable and estimable, restructuring charges and other administrative expenses.

Current wording

General and administrative expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources. General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims and accruals for future legal obligations that are deemed probable and estimable, restructuring charges, certain indirect taxes and other administrative expenses.

Previous wording

Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement (benefit) expense, sub-lease income, investments in equity securities and gain (loss) on sale of businesses.

Current wording

Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement (benefit) expense, sub-lease income, changes in fair value of investments in equity securities and gain (loss) on sale of businesses.

Previous wording

The following table sets forth our unaudited condensed consolidated statement of operations information for the periods presented:

Current wording

The following table sets forth our unaudited condensed consolidated statements of operations information for the periods presented:

Previous wording

The following table sets forth our unaudited condensed consolidated statement of operations information as a percentage of revenue for the periods presented:

Current wording

The following table sets forth our unaudited condensed consolidated statements of operations information as a percentage of revenue for the periods presented:

Previous wording

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

Current wording

During the three months ended March 31, 2026, stock-based compensation expense was higher compared to the same period in 2025, primarily due to higher forfeitures in the 2025 period. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.

Previous wording

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

Current wording

Comparison of the Three Months Ended March 31, 2026 and 2025

Previous wording

Total Revenue was $246.2 million for the three months ended September 30, 2025, compared to $273.6 million for the same period in 2024. The decrease was primarily driven by a decline in Total Paying Users, partially offset by an increase in Total Average Revenue per Paying User and favorable fluctuations in foreign currency exchange rates.

Current wording

Total Revenue was $212.4 million for the three months ended March 31, 2026, compared to $247.1 million for the same period in 2025. The decrease was primarily driven by a decline in Total Paying Users, partially offset by an increase in Total ARPPU and favorable fluctuations in foreign currency exchange rates.

Previous wording

Bumble App Revenue was $198.8 million for the three months ended September 30, 2025, compared to $220.2 million for the same period in 2024. This decrease was primarily driven by an 18.3% decline in Bumble App Paying Users to 2.3 million, partially offset by a 10.5% increase in Bumble App ARPPU to $28.27 and favorable fluctuations in foreign currency exchange rates.

Current wording

Bumble App Revenue was $172.7 million for the three months ended March 31, 2026, compared to $201.8 million for the same period in 2025. This decrease was primarily driven by a 23.1% decline in Bumble App Paying Users to 2.1 million, partially offset by an 11.3% increase in Bumble App ARPPU to $27.65 and favorable fluctuations in foreign currency exchange rates.

Previous wording

Badoo App and Other Revenue was $139.5 million for the nine months ended September 30, 2025, compared to $156.1 million for the same period in 2024. This decrease was primarily driven by a 4.7% decline in Badoo App and Other Paying Users to 1.3 million, a 5.9% decline in Badoo App and Other ARPPU to $11.39, partially offset by favorable fluctuations in foreign currency exchange rates.

Current wording

Badoo App and Other Revenue was $39.7 million for the three months ended March 31, 2026, compared to $45.3 million for the same period in 2025. This decrease was primarily driven by a 17.0% decline in Badoo App and Other Paying Users to 1.1 million, partially offset by a 5.0% increase in Badoo App and Other ARPPU to $11.26 primarily due to favorable fluctuations in foreign currency exchange rates.

Previous wording

Cost of revenue for the three months ended September 30, 2025 decreased by $10.3 million, or 13.0%, compared to the same period in 2024. Cost of revenue for the nine months ended September 30, 2025 decreased by $24.0 million, or 10.0%, compared to the same period in 2024. The decreases in cost of revenue for the three and nine months ended September 30, 2025 were driven primarily by decreases in in-app purchase fees due to lower revenue.

Current wording

Cost of revenue for the three months ended March 31, 2026 decreased by $18.5 million, or 25.3%, compared to the same period in 2025. The decreases in cost of revenue for the three months ended March 31, 2026 were driven primarily by decreases in in-app purchase fees due to lower revenue.

Previous wording

As a percentage of revenue, cost of revenue decreased for the three and nine months ended September 30, 2025 as compared to the same period in 2024. The decrease for the three months ended September 30, 2025 as compared to the same period in 2024 was due to the reduction in Apple fees as a result of opting into Apple’s European Union terms in the first quarter of 2025, as well as alternate payment methods offered to iPhone Operating System members, partially offset by increased fraud prevention expenses. The decrease for the nine months ended September 30, 2025 as compared to the same period in 2024 was 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 decreased for the three months ended March 31, 2026 as compared to the same period in 2025, 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, as well as alternate payment methods offered to iPhone operating system members.

Previous wording

General and administrative expense for the nine months ended September 30, 2025 increased by $13.6 million, or 15.1%, compared to the same period in 2024. The change was primarily driven by a $19.9 million unfavorable fluctuation in changes in fair value of the contingent earn-out liabilities and $12.6 million of indirect taxes recorded in in the 2025 period, partially offset by a $8.2 million decrease in stock-based compensation primarily due to the departure of officers in the first half of 2025, a $4.8 million decrease in legal and professional fees, a $4.5 million decrease in personnel costs from restructuring-related headcount reductions and a $0.8 million decrease in restructuring costs.

Current wording

General and administrative expense for the three months ended March 31, 2026 increased by $9.1 million, or 42.1%, compared to the same period in 2025. The change was primarily due to a $10.1 million increase in stock-based compensation driven by forfeitures associated with the departure of officers in the first quarter of 2025 and a $2.2 million unfavorable fluctuation in fair value of the contingent earn-out liabilities, partially offset by a $1.7 million decrease in personnel costs driven by lower headcount in the first quarter of 2026 following the 2025 Restructuring Plan.

Previous wording

Depreciation and amortization expense for the three months ended September 30, 2025 decreased by $13.7 million, or 74.7%, and for the nine months ended September 30, 2025 decreased by $31.7 million, or 60.3%, compared to the same periods in 2024. The decreases in depreciation and amortization expense for the three and nine months ended September 30, 2025 were primarily driven by the full amortization of Bumble and Badoo's developed technology in February 2025.

Current wording

Depreciation and amortization expense for the three months ended March 31, 2026 decreased by $5.2 million, or 54.0%, compared to the same periods in 2025. The decrease in depreciation and amortization expense for the three months ended March 31, 2026 was primarily driven by the full amortization of Bumble and Badoo's developed technology in February 2025.

Previous wording

For additional information, see Note 8, Goodwill and Intangible Assets, Net to our consolidated financial statements included in Part II, “Item 8—Financial Statements and Supplementary Data” of our 2024 Form 10-K.

Current wording

For additional information, see Note 4, Goodwill and Intangible Assets, Net, 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 September 30, 2025 increased by $0.8 million, or 8.5%, compared to the same period in 2024, primarily driven by a $1.4 million interest expense recognized in connection with a cumulative adjustment for certain indirect taxes and a decrease in interest income on our interest rate swaps, partially offset by a decrease in interest rates on our outstanding debt under the Credit Agreement and higher investments in money market funds.

Current wording

Interest expense, net for the three months ended March 31, 2026 decreased by $4.1 million, or 33.9%, compared to the same period in 2025, primarily driven by an increase in interest income on our interest rate swaps, a decrease in our interest expense due to lower outstanding debt under the 2020 Credit Agreement, and an increase in our interest income on from higher investments balances in money market funds.

Previous wording

Other income (expense), net for the three months ended September 30, 2025 was $8.1 million, compared to $2.9 million for the same period in 2024. Other income (expense), net for the nine months ended September 30, 2025 was $(10.5) million, compared to $3.8 million for the same period in 2024. These changes for the three and nine months ended September 30, 2025 were primarily driven by foreign currency exchange gain (loss).

Current wording

Other income (expense), net for the three months ended March 31, 2026 was $6.7 million, compared to $(6.8) million for the same period in 2025. The change in other income (expense), netwas primarily driven by foreign currency exchange.

Previous wording

Income tax provision was $9.5 million for the three months ended September 30, 2025, compared to $4.2 million for the same period in 2024 and $22.0 million for the nine months ended September 30, 2025, compared to $16.3 million for the same period in 2024. The income tax provision increased year over year for both the three and nine months ended September 30, 2025 primarily due to higher foreign taxes resulting from a shift in the jurisdictional mix of earnings and an increase in the unfavorable tax effects associated with the vesting and cancellation of certain stock-based awards in 2025.

Current wording

Income tax provision was $11.4 million for the three months ended March 31, 2026, compared to $6.0 million for the same period in 2025. The income tax provision increased year over year for three months ended March 31, 2026 primarily due to higher earnings and resulting increases in foreign taxes, including Pillar Two, and the recording of a valuation allowance against certain deferred tax assets.

Previous 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 nine months ended September 30, 2025 and September 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.

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 both the three months ended March 31, 2026 and 2025, 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 administrative guidance on the application of the GloBE rules, and will continue to evaluate the potential impact to our 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 harbors: (i) the Side-by-Side Safe Harbor (“SbS SH”) for MNE Groups headquartered in jurisdictions with both eligible domestic and worldwide tax systems; and (ii) the Ultimate Parent Entity Safe Harbor (“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 to have a significant future impact to the Company and our Pillar Two computations, however, given the absence of implementing legislation as of March 31, 2026, no impact has been recorded for thethree months ended March 31, 2026. Accordingly, we are still evaluating the potential consequences of Pillar Two on our longer-term financial position.

Previous wording

We report our financial results in accordance with GAAP, however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and costs associated with restructuring, as management does not believe these expenses are representative of our core earnings.

Current wording

We report our financial results in accordance with GAAP, however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and costs associated with restructuring, as management does not believe these expenses are representative of our core earnings.

Previous wording

We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and restructuring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

Current wording

We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and restructuring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

Previous 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.

Current wording

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

Previous wording

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

Current wording

(7)Represents recognized adjustments to the tax receivable agreement liability prior to its amendment in November 2025.

Previous 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.

Current wording

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