Bumble Inc.

Previous wording

•Adjusted EBITDA of $72.9 million and $94.6 million, respectively, representing Adjusted EBITDA margins of 34.6% and 38.1%, respectively.

Current wording

•Adjusted EBITDA of $60.5 million and $83.1 million, respectively, representing Adjusted EBITDA margins of 29.2% and 33.7%, respectively.

Previous wording

•Net loss of $75.3 million, or (17.8)% of revenue, which included a $169.3 million impairment charge, compared to net loss of $347.2 million, or (70.1)% of revenue, which included a $408.5 million impairment charge;

Current wording

•Net loss of $43.6 million, or (6.9)% of revenue, which included a $169.3 million impairment charge, compared to net loss of $295.5 million, or (39.9)% of revenue, which included a $408.5 million impairment charge;

Previous wording

•Adjusted EBITDA of $155.5 million and $159.0 million, respectively, representing Adjusted EBITDA margins of 36.8% and 32.1%, respectively;

Current wording

•Adjusted EBITDA of $216.0 million and $242.1 million, respectively, representing Adjusted EBITDA margins of 34.3% and 32.6%, respectively;

Previous wording

•Net cash provided by operating activities of $130.9 million and $114.5 million, respectively *; and

Current wording

•Net cash provided by operating activities of $186.9 million and $191.3 million, respectively *; and

Previous wording

•Free cash flow of $124.9 million and $108.6 million, respectively, representing free cash flow conversion of 80.3% and 68.3%, respectively.

Current wording

•Free cash flow of $178.0 million and $182.4 million, respectively, representing free cash flow conversion of 82.4% and 75.3%, respectively.

Previous 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 rebalanced our marketing investment, increasing our focus on brand and organic demand generation while optimizing performance marketing to efficiently acquire high-quality, incremental members who strengthen 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, enabled by our ongoing investment in a more modern technology platform, including application re-architecture, migration to cloud hosting, and adoption of select vendor solutions to replace certain homegrown systems. 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.

Current wording

During the pendency of the Merger, we expect to continue our previously disclosed growth strategy, which is 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 rebalanced our marketing investment, increasing our focus on brand and organic demand generation while optimizing performance marketing to efficiently acquire high-quality, incremental members who strengthen 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, enabled by our ongoing investment in a more modern technology platform, including application re-architecture, migration to cloud hosting, and adoption of select vendor solutions to replace certain homegrown systems. 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

In April 2026, certain of our subsidiaries entered into a term loan credit agreement (the “2026 Credit Agreement”) providing for a term loan facility in an aggregate principal amount of $475.0 million, which matures in April 2030. We used proceeds from the 2026 Credit Agreement, together with cash on hand, to repay in full and terminate our existing indebtedness under the 2020 Credit Agreement (as defined in “Liquidity and Capital Resources” below). The 2026 term loan bears interest, at the borrower's election, at a rate equal to the Term Secured Overnight Financing Rate (“Term SOFR”) plus 8.0% or a base rate plus 7.0%. As of June 30, 2026, the interest rate in effect for the 2026 term loan was 11.62%, compared with interest rates of 7.18% and 7.68% for the Original Term Loan and Incremental Term Loan, respectively, under the 2020 Credit Agreement (each as defined in “Liquidity and Capital Resources” below) as of June 30, 2025. In connection with the April 2026 debt refinancing, we recognized a loss on extinguishment of debt of approximately $1.5 million, consisting primarily of the write-off of unamortized debt issuance costs, during the three and six months ended June 30, 2026. For additional information, see Note 8, Debt, 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

In April 2026, certain of our subsidiaries entered into a term loan credit agreement (the “2026 Credit Agreement”) providing for a term loan facility in an aggregate principal amount of $475.0 million, which matures in April 2030. We used proceeds from the 2026 Credit Agreement, together with cash on hand, to repay in full and terminate our existing indebtedness under the 2020 Credit Agreement (as defined in “Liquidity and Capital Resources” below). The 2026 term loan bears interest, at the borrower's election, at a rate equal to the Term Secured Overnight Financing Rate (“Term SOFR”) plus 8.0% or a base rate plus 7.0%. As of September 30, 2026, the interest rate in effect for the 2026 term loan was 11.69%, compared with interest rates of 7.17% and 7.67% for the Original Term Loan and Incremental Term Loan, respectively, under the 2020 Credit Agreement (each as defined in “Liquidity and Capital Resources” below) as of September 30, 2025. In connection with the April 2026 debt refinancing, we recognized a loss on extinguishment of debt of approximately $1.5 million, consisting primarily of the write-off of unamortized debt issuance costs, during the nine months ended September 30, 2026. For additional information, see Note 8, Debt, 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

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 six months ended June 30, 2026, we did not repurchase any shares of 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. As of June 30, 2026, a total of $50.1 million remains 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 nine months ended September 30, 2026, we did not repurchase any shares of Class A common stock. 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. As of September 30, 2026, a total of $50.1 million remains available for repurchase under the repurchase program.

Previous wording

During the three months ended June 30, 2026, we identified a triggering event related to a sustained decline in our stock price and the resulting decrease in our market capitalization. As a result, we performed an interim impairment test. Based on the results of the test, we recognized impairment charges of$40.0 million for indefinite-lived intangible assets and$129.3 million for goodwill during the three and six months ended June 30, 2026.

Current wording

During the three months ended June 30, 2026, we identified a triggering event related to a sustained decline in our stock price and the resulting decrease in our market capitalization. As a result, we performed an interim impairment test. Based on the results of the test, we recognized impairment charges of$40.0 million for indefinite-lived intangible assets and$129.3 million for goodwill during the nine months ended September 30, 2026.

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 six months ended June 30, 2025, we recognized impairment charges of $3.6 million for the Official asset group due to the then-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 nine months ended September 30, 2025, we recognized impairment charges of $3.6 million for the Official asset group due to the then-anticipated discontinuation of the Official app.

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. We expect to incur approximately $16.0 millionof total non-recurring charges through the end 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. We expect to incur approximately $16.0 million of total non-recurring charges through the end of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees.

Previous wording

During the three months ended June 30, 2026, stock-based compensation expense was higher compared to the same period in 2025, primarily due to higher forfeitures in the 2025 periods and new equity awards granted. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.

Current wording

During the three and nine months ended September 30, 2026, stock-based compensation expense was higher compared to the same period in 2025, primarily due to higher forfeitures in the 2025 periods and new equity awards granted. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 and 2025

Previous wording

Total Revenue was $210.5 million for the three months ended June 30, 2026, compared to $248.2 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, primarily due to favorable fluctuations in foreign currency exchange rates.

Current wording

Total Revenue was $207.1 million for the three months ended September 30, 2026, compared to $246.2 million for the same period in 2025. The decrease was primarily driven by a decline in Total Paying Users and, to a lesser extent, a decline in Total ARPPU.

Previous wording

Bumble App Revenue was $344.4 million for the six months ended June 30, 2026, compared to $403.2 million for the same period in 2025. This decrease was primarily driven by a 20.1% decline in Bumble App Paying Users to 2.1 million, partially offset by a 6.9% increase in Bumble App ARPPU to $27.60 and favorable fluctuations in foreign currency exchange rates.

Current wording

Bumble App Revenue was $167.3 million for the three months ended September 30, 2026, compared to $198.8 million for the same period in 2025. This decrease was primarily driven by a 15.1% decline in Bumble App Paying Users to 2.0 million, and, to a lesser extent, a 0.9% decline in Bumble App ARPPU to $28.02.

Previous wording

Badoo App and Other Revenue was $78.5 million for the six months ended June 30, 2026, compared to $92.1 million for the same period in 2025. This decrease was primarily driven by a 16.2% decline in Badoo App and Other Paying Users to 1.1 million, partially offset by a 0.8% increase in Badoo App and Other ARPPU to $11.23, primarily due to favorable fluctuations in foreign currency exchange rates.

Current wording

Badoo App and Other Revenue was $39.8 million for the three months ended September 30, 2026, compared to $47.4 million for the same period in 2025. This decrease was primarily driven by an 11.8% decline in Badoo App and Other Paying Users to 1.1 million and a 4.8% decline in Badoo App and Other ARPPU to $11.34.

Previous wording

Total Revenue was $422.9 million for the six months ended June 30, 2026, compared to $495.3 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.

Current wording

Revenue was $630.0 million for the nine months ended September 30, 2026, compared to $741.5 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 $171.7 million for the three months ended June 30, 2026, compared to $201.4 million for the same period in 2025. This decrease was primarily driven by a 16.9% decline in Bumble App Paying Users to 2.1 million, partially offset by a 2.6% increase in Bumble App ARPPU to $27.55 and favorable fluctuations in foreign currency exchange rates.

Current wording

Bumble App Revenue was $511.7 million for the nine months ended September 30, 2026, compared to $602.0 million for the same period in 2025. This decrease was primarily driven by an 18.6% decline in Bumble App Paying Users to 2.0 million, partially offset by a 4.4% increase in Bumble App ARPPU to $27.74 and favorable fluctuations in foreign currency exchange rates.

Previous wording

Badoo App and Other Revenue was $38.8 million for the three months ended June 30, 2026, compared to $46.8 million for the same period in 2025. This decrease was primarily driven by a 15.4% decline in Badoo App and Other Paying Users to 1.1 million and a 3.1% decline in Badoo App and Other ARPPU to $11.21, partially offset by favorable fluctuations in foreign currency exchange rates.

Current wording

Badoo App and Other Revenue was $118.3 million for the nine months ended September 30, 2026, compared to $139.5 million for the same period in 2025. This decrease was primarily driven by a 14.8% decline in Badoo App and Other Paying Users to 1.1 million, and a 1.1% decline in Badoo App and Other ARPPU to $11.27, partially offset by favorable fluctuations in foreign currency exchange rates.

Previous wording

Cost of revenue for the three months ended June 30, 2026 decreased by $20.3 million, or 27.4%, compared to the same period in 2025. Cost of revenue for the six months ended June 30, 2026 decreased by $38.9 million, or 26.3%, compared to the same period in 2025. The decreases in cost of revenue for the three and six months ended June 30, 2026 were driven primarily by decreases in in-app purchase fees due to lower revenue.

Current wording

Cost of revenue for the three months ended September 30, 2026 decreased by $14.1 million, or 20.3%, compared to the same period in 2025. Cost of revenue for the nine months ended September 30, 2026 decreased by $53.0 million, or 24.4%, compared to the same period in 2025. The decreases in cost of revenue for the three and nine months ended September 30, 2026 were driven primarily by decreases in in-app purchase fees due to lower revenue, as well as the reduction in fees as a result of alternate payment methods offered to iPhone operating system members in the United States.

Previous wording

As a percentage of revenue, cost of revenue decreased for the three and six months ended June 30, 2026 as compared to the same period in 2025, primarily due to the reduction in fees as a result of alternate payment methods offered to iPhone operating system members in the United States, partially offset by higher cloud infrastructure and hosting costs.

Current wording

As a percentage of revenue, cost of revenue decreased for the three and nine months ended September 30, 2026 as compared to the same period in 2025, primarily due to the reduction in fees as a result of alternate payment methods offered to iPhone operating system members in the United States, partially offset by higher cloud infrastructure and hosting costs.

Previous wording

Selling and marketing expense for the six months ended June 30, 2026 decreased by $35.7 million, or 38.8%, compared to the same period in 2025. The change was primarily due to a $32.2 million decrease in marketing costs, reflecting our strategic shift away from paid member acquisition and performance marketing in favor of brand and organic investment since the second quarter of 2025, as well as a $4.2 million lower restructuring costs in 2026 as restructuring activities under the 2025 Restructuring Plan declined, as well as lower personnel costs resulting from headcount reductions.

Current wording

Selling and marketing expense for the nine months ended September 30, 2026 decreased by $30.4 million, or 24.4%, compared to the same period in 2025. The change was primarily due to a $28.6 million decrease in marketing costs, reflecting our strategic shift away from paid member acquisition and performance marketing in favor of brand and organic investment since the second quarter of 2025, partially offset by the planned acceleration of marketing investments beginning in the third quarter of 2026. The decrease was also attributable to a $3.5 million decrease in restructuring and personnel costs, reflecting reduced activities under the 2025 Restructuring Plan and headcount reductions.

Previous wording

General and administrative expense for the six months ended June 30, 2026 increased by $3.6 million, or 6.3%, compared to the same period in 2025. The change was primarily due to an $11.6 million increase in stock-based compensation driven by forfeitures associated with the departure of officers in 2025, partially offset by a $7.7 million decrease driven by lower restructuring costs in 2026 as restructuring activities under the 2025 Restructuring Plan declined, as well as lower personnel costs resulting from headcount reductions.

Current wording

General and administrative expense for the nine months ended September 30, 2026 decreased by $23.4 million, or 22.5%, compared to the same period in 2025. The change was primarily due to a $14.0 million decrease in legal and professional fees, a $12.5 million decrease in indirect taxes and a $5.2 million decrease in restructuring costs, reflecting reduced activities under the 2025 Restructuring Plan, partially offset by an $11.0 million increase in stock-based compensation driven by forfeitures associated with the departure of officers in 2025.

Previous wording

Product development expense in the three months ended June 30, 2026 increased by $3.0 million, or 9.3%, compared to the same period in 2025. The change was primarily due to a $2.9 million increase in hosting and subscription costs.

Current wording

Product development expense in the three months ended September 30, 2026 increased by $6.9 million, or 23.2%, compared to the same period in 2025. The change was primarily due to a $4.2 million increase in personnel costs and a $2.9 million increase in hosting and subscription costs.

Previous wording

Product development expense in the six months ended June 30, 2026 decreased by $1.3 million, or 2.0%, compared to the same period in 2025. The change was primarily due to a $2.9 million decrease driven by capitalized development costs and a $2.8 million decrease in stock-based compensation driven by a lower ongoing run rate associated with employee terminations in 2025, offset by a $4.3 million increase in hosting and subscription fees.

Current wording

Product development expense in the nine months ended September 30, 2026 increased by $5.6 million, or 5.7%, compared to the same period in 2025. The change was primarily due to a $7.5 million increase in hosting and subscription fees and a $4.3 million increase in personnel costs, partially offset by a $5.6 million decrease driven by capitalized development costs.

Previous wording

Depreciation and amortization expense for the six months ended June 30, 2026 decreased by $7.9 million, or 48.8%, compared to the same period in 2025. The decrease in depreciation and amortization expense for the six months ended June 30, 2026 was primarily driven by the full amortization of Bumble and Badoo's developed technology in February 2025, as well as the full amortization of Fruitz and Official's developed technology in the second quarter of 2025 following the February 2025 decision to discontinue those apps.

Current wording

Depreciation and amortization expense for the nine months ended September 30, 2026 decreased by $8.8 million, or 42.4%, compared to the same period in 2025, primarily driven by the full amortization of Bumble and Badoo's developed technology in February 2025, as well as the full amortization of Fruitz and Official's developed technology in the second quarter of 2025 following the February 2025 decision to discontinue those apps.

Previous wording

During the three and six months ended June 30, 2026, we recognized impairment charges of $129.3 million for goodwill and $40.0 million for our indefinite-lived intangible assets. 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. During the six months ended June 30, 2025, the impairment charges also included a $3.6 million impairment for the Official asset group.

Current wording

We did not recognize any impairment charges during the three months ended September 30, 2026 or September 30, 2025. During the nine months ended September 30, 2026, we recognized impairment charges of $129.3 million for goodwill and $40.0 million for our indefinite-lived intangible assets. During the nine months ended September 30, 2025, we recognized impairment charges of $258.1 million for goodwill, $140.0 million for our indefinite-lived intangible assets, $6.8 million for Fruitz, and $3.6 million for the Official asset group.

Previous wording

Interest expense, net for the six months ended June 30, 2026 decreased by $0.5 million, or 2.2%, compared to the same period in 2025, primarily driven by an increase in interest income on our interest rate swaps, partially offset by an increase in interest expense associated with the term loan under the 2026 Credit Agreement following the April 2026 refinancing.

Current wording

Interest expense, net for the three months ended September 30, 2026 increased by $4.1 million, or 38.3%, compared to the same period in 2025, primarily driven by an increase in interest expense associated with the term loan under the 2026 Credit Agreement following the April 2026 refinancing and a decrease in our interest income from lower investment balances in money market funds.

Previous wording

Interest expense, net for the three months ended June 30, 2026 increased by $3.6 million, or 35.1%, compared to the same period in 2025, primarily driven by an increase in interest expense associated with the term loan under the 2026 Credit Agreement following the April 2026 refinancing, a decrease in our interest income from lower investments balances in money market funds, partially offset by an increase in interest income on our interest rate swaps.

Current wording

Interest expense, net for the nine months ended September 30, 2026 increased by $3.6 million, or 10.9%, compared to the same period in 2025, primarily driven by an increase in interest expense associated with the term loan under the 2026 Credit Agreement following the April 2026 refinancing and a decrease in our interest income from lower investment balances in money market funds, partially offset by an increase in interest income on our interest rate swaps.

Previous wording

Other income (expense), net for the three months ended June 30, 2026 was $(4.5) million, compared to $(11.9) million for the same period in 2025. Other income (expense), net for the six months ended June 30, 2026 was $2.3 million, compared to $(18.7) million for the same period in 2025. These changes for the three and six months ended June 30, 2026 and 2025 in other income (expense), net were primarily driven by foreign currency exchange.

Current wording

Other income (expense), net for the three months ended September 30, 2026 was $(1.6) million, compared to $8.1 million for the same period in 2025. Other income (expense), net for the nine months ended September 30, 2026 was $0.7 million, compared to $(10.5) million for the same period in 2025. These changes in other income (expense), net for the three and nine months ended September 30, 2026 and 2025 were primarily driven by foreign currency exchange.

Previous wording

Income tax benefit was $2.4 million for the three months ended June 30, 2026, compared to $6.5 million expense for the same period in 2025. Income tax expense was $9.0 million for the six months ended June 30, 2026, compared to $12.5 million for the same period in 2025. The change in income tax for both periods was primarily due to the geographical distribution of the Company's earnings and a resulting decrease in foreign taxes, including Pillar Two minimum taxes, and the Company's inability to recognize tax benefits on losses in certain jurisdictions, partially offset by nondeductible stock-based compensation and the recording of a valuation allowance against certain deferred tax assets.

Current wording

Income tax expense was $6.6 million for the three months ended September 30, 2026, compared to $9.5 million for the same period in 2025, and $15.6 million for the nine months ended September 30, 2026, compared to $22.0 million for the same period in 2025. The change in income tax for both periods was primarily due to the geographical distribution of the Company's earnings and a resulting decrease in foreign taxes, including Pillar Two minimum taxes, and the Company's inability to recognize tax benefits on losses in certain jurisdictions, partially offset by nondeductible stock-based compensation 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 expense (benefit) for the six months ended June 30, 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 June 30, 2026, no impact has been recorded for thesix months ended June 30, 2026. 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 expense (benefit) for the nine months ended September 30, 2026 and 2025, includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. 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. On July 13, 2026, the UK published draft legislation implementing the OECD's Pillar Two guidance on the SbS SH into UK domestic law. While the draft legislation has not yet been implemented as of September 30, 2026, the proposed provisions are intended to apply retrospectively to accounting periods beginning on or after January 1, 2026. At this time, 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 September 30, 2026, no impact has been recorded for thenine months ended September 30, 2026. We will continue to monitor 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.

Previous wording

As of June 30, 2026, we had $154.0 million of cash and cash equivalents, a decrease of $21.8 million from December 31, 2025. 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, funding of our debt obligations and any voluntary prepayments, partnership tax distributions, income tax payments 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 September 30, 2026, we had $190.3 million of cash and cash equivalents, an increase of $14.5 million from December 31, 2025. 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, funding of our debt obligations and any voluntary prepayments, partnership tax distributions, income tax payments 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 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. There were no share repurchases during the six months ended June 30, 2026. 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. As of June 30, 2026, all treasury shares were retired, and 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. There were no share repurchases during the nine months ended September 30, 2026. 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. As of September 30, 2026, all treasury shares were retired, and a total of $50.1 million remained available for repurchase under the repurchase program.

Previous wording

In June 2025, we announced our decision to reduce our global workforce by approximately 240 roles, representing approximately 30% of our employees, as we realigned our operating structure to optimize execution on our strategic priorities. As a result, we expect to incur approximately$16.0 millionof total non-recurring charges through the end of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees. 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. During the six months ended June 30, 2026 and 2025, we made cash payments of $1.5 million and $1.8 million, respectively, in connection with our restructuring activities.

Current wording

In June 2025, we announced our decision to reduce our global workforce by approximately 240 roles, representing approximately 30% of our employees, as we realigned our operating structure to optimize execution on our strategic priorities. As a result, we expect to incur approximately$16.0 millionof total non-recurring charges through the end of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees. 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. During the nine months ended September 30, 2026 and 2025, we made cash payments of $2.7 million and $12.6 million, respectively, in connection with our restructuring activities.

Previous wording

Net cash provided by operating activities was $130.9 million and $114.5 million, respectively, in the six months ended June 30, 2026 and 2025, which was driven by a net loss of $(75.3) million and $(347.2) million, non-cash adjustments of $200.6 million and $469.6 million, and changes in assets and liabilities of $5.6 million and $(7.9) million in the six months ended June 30, 2026 and 2025, respectively. Non-cash adjustments during the six months ended June 30, 2026 and 2025 included impairment charges of $169.3 million and $408.5 million, respectively. Changes in assets and liabilities during the six months ended June 30, 2026 consisted primarily of: changes in accounts receivable of $11.1 million driven by timing of cash receipts, changes in accrued expense and other current liabilities of $2.3 million primarily driven by income taxes payable and personnel-related expenses, and changes in accounts payable of $(6.8) million driven by timing of payments. Changes in assets and liabilities during the six months ended June 30, 2025 consisted primarily of: changes in accrued expenses and other current liabilities of $(8.2) million, driven by marketing spend, personnel-related expenses, and tax receivable liability payments.

Current wording

Net cash provided by operating activities was $186.9 million and $191.3 million, respectively, in the nine months ended September 30, 2026 and 2025, which was driven by a net loss of $(43.6) million and $(295.5) million, non-cash adjustments of $222.2 million and $477.3 million, and changes in assets and liabilities of $8.3 million and $9.5 million in the nine months ended September 30, 2026 and 2025, respectively. Non-cash adjustments during the nine months ended September 30, 2026 and 2025 included impairment charges of $169.3 million and $408.5 million, respectively. Changes in assets and liabilities during the nine months ended September 30, 2026 consisted primarily of: changes in accounts receivable of $20.5 million driven by timing of cash receipts and changes in accounts payable of $(7.3) million driven by timing of payments. Changes in assets and liabilities during the nine months ended September 30, 2025 consisted primarily of: changes in other noncurrent assets and liabilities, net of $7.5 million driven by noncurrent income taxes payable.

Previous wording

Net cash used in investing activities related to capital expenditures was $5.9 million for each of the six months ended June 30, 2026 and 2025.

Current wording

Net cash used in investing activities related to capital expenditures was $8.9 million for each of the nine months ended September 30, 2026 and 2025.

Previous wording

Net cash used in financing activities was $146.5 million and $51.4 million in the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, we used $590.6 million to repay the term loans under the 2020 Credit Agreement, received $456.0 million in net proceeds from the term loan under the 2026 Credit Agreement (as defined below) and paid $7.0 million for related debt issuance costs. During the six months ended June 30, 2025, we used $28.7 million for share repurchases of our Class A common stock, $8.9 million for tax receivable agreement payments, $5.2 million for cash distribution payments to the noncontrolling interest holders and $2.9 million to repay a portion of the outstanding indebtedness under our Original Term Loan. During the six months ended June 30, 2026 and 2025, we used $4.9 million and $5.7 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units.

Current wording

Net cash used in financing activities was $164.1 million and $79.9 million in the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026, we used $590.6 million to repay the term loans under the 2020 Credit Agreement and $14.8 million in principal payments on our 2026 Credit Agreement. In addition, we received $456.0 million in net proceeds from the term loan under the 2026 Credit Agreement and paid $7.5 million for related debt issuance costs. During the nine months ended September 30, 2025, we used $28.7 million for share repurchases of our Class A common stock, $8.9 million for tax receivable agreement payments, $5.2 million for cash distribution payments to the noncontrolling interest holders and $29.3 million to repay a portion of the term loans under the 2020 Credit Agreement. During the nine months ended September 30, 2026 and 2025, we used $7.2 million and $7.8 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units.

Previous wording

On April 24, 2026, certain of our subsidiaries entered into the 2026 Credit Agreement providing for a senior secured term loan facility in an aggregate principal amount of $475.0 million. The term loan was issued with a $28.5 million discount and will mature on April 24, 2030. It bears interest, at the borrower's election, at a rate equal to the Term SOFR plus 8.0% or a base rate plus 7.0%. The interest rate in effect as of June 30, 2026 was 11.62%. The loan amortizes in equal monthly installments, with annual amortization of 12.5% of the original principal amount in year one and 15.0% thereafter, and is subject to customary mandatory prepayments, including from excess cash flow and certain asset sale proceeds. The obligations are secured by substantially all of the assets of Buzz Finco LLC (the “Borrower”), one of our wholly owned subsidiaries, and certain of the Borrower's subsidiaries that guarantee the obligation. We incurred issuance costs of approximately$6.7 million inconnection with the 2026 Credit Agreement. As of June 30, 2026, the outstanding balance under the 2026 Credit Agreement was $475.0 million.

Current wording

On April 24, 2026, certain of our subsidiaries entered into the 2026 Credit Agreement providing for a senior secured term loan facility in an aggregate principal amount of $475.0 million. The term loan was issued with a $28.5 million discount and will mature on April 24, 2030. It bears interest, at the borrower's election, at a rate equal to the Term SOFR plus 8.0% or a base rate plus 7.0%. The interest rate in effect as of September 30, 2026 was 11.69%. The loan amortizes in equal monthly installments, with annual amortization of 12.5% of the original principal amount for one year beginning July 2026 and 15.0% thereafter, and is subject to customary mandatory prepayments, including from excess cash flow and certain asset sale proceeds. The obligations are secured by substantially all of the assets of Buzz Finco LLC (the “Borrower”), one of our wholly owned subsidiaries, and certain of the Borrower's subsidiaries that guarantee the obligation. We incurred issuance costs of approximately $7.0 million in connection with the 2026 Credit Agreement. As of September 30, 2026, the outstanding balance under the 2026 Credit Agreement was $460.2 million.

Previous wording

In addition, on April 24, 2026, certain of our subsidiaries entered into the 2026 Revolving Credit Agreement providing for a senior secured revolving credit facility in an aggregate principal committed amount of $50.0 million, including $10.0 million of letters of credit capacity, maturing on January 23, 2030. The 2026 Revolving Credit Facility is available for general corporate purposes and working capital. Borrowings under the 2026 Revolving Credit Agreement bear interest, at the borrower's election, at a rate equal to Term SOFR plus 4.00% or the base rate plus 3.00%. The 2026 Revolving Credit Agreement requires the payment of an unused commitment fee ranging from 0.375% to 0.5% per annum on undrawn commitments, based on our total leverage ratio, as well as customary letter of credit fees and an annual administrative agency fee. As of June 30, 2026, amounts available under the revolving credit facility were $50.0 million. We incurred issuance costs of approximately $0.7 million in connection with the 2026 Revolving Credit Agreement.

Current wording

In addition, on April 24, 2026, certain of our subsidiaries entered into the 2026 Revolving Credit Agreement providing for a senior secured revolving credit facility in an aggregate principal committed amount of $50.0 million, including $10.0 million of letters of credit capacity, maturing on January 23, 2030. The 2026 Revolving Credit Facility is available for general corporate purposes and working capital. Borrowings under the 2026 Revolving Credit Agreement bear interest, at the borrower's election, at a rate equal to Term SOFR plus 4.00% or the base rate plus 3.00%. The 2026 Revolving Credit Agreement requires the payment of an unused commitment fee ranging from 0.375% to 0.5% per annum on undrawn commitments, based on our total leverage ratio, as well as customary letter of credit fees and an annual administrative agency fee. As of September 30, 2026, amounts available under the revolving credit facility were $50.0 million. We incurred issuance costs of approximately $1.0 million in connection with the 2026 Revolving Credit Agreement.