Bumble Inc.

Current report

The Merger is subject to a number of conditions and required regulatory approvals, which may not be satisfied in a timely manner or at all.

Current report

On October 12, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Oak Merger Sub 1, Inc. (“Merger Sub 1”), a wholly owned subsidiary of Ithaca Holdco, Inc. (“Ithaca”) will merge with and into the Company (the “Corporate Merger”), and Oak Merger Sub 2, LLC (“Merger Sub 2”), also a wholly owned subsidiary of Ithaca, will merge with and into Buzz Holdings L.P. (“Opco”) (such merger, the “Opco Merger”), with the Company surviving the Corporate Merger as a wholly owned subsidiary of Ithaca, and Opco surviving the Opco Merger as a wholly owned subsidiary of Ithaca (collectively, the “Merger”).

Current report

The closing of the Merger is subject to certain conditions, including (i) the absence of any order issued by a governmental authority of competent jurisdiction or law prohibiting the consummation of the Merger; (ii) the expiration or termination of the waiting period applicable to the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) certain other approvals and clearances by government authorities (including the expiration of any waiting periods in respect thereof); (iv) the mailing of an information statement pursuant to Schedule 14C of the Securities Exchange Act of 1934, as amended, and the passage of 20 days; (v) the accuracy of the representations and warranties of the parties (subject to customary materiality qualifiers); (vi) each party’s performance in all material respects of its covenants and obligations contained in the Merger Agreement; and (vii) in the case of Ithaca’s obligation to close, the absence of the occurrence of a material adverse effect on us. Such closing conditions may not be satisfied (or waived, if permitted by the Merger Agreement and applicable law) within the expected timeframe or at all. Many of the conditions to completion of the Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if permitted by the Merger Agreement and applicable law). In addition, the regulatory agencies from which certain of these approvals and clearances will be sought have broad discretion in administering the governing regulations. As a condition to their clearance of the Merger, agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the parties’ business. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the consummation of the Merger. The parties to the Merger Agreement may not receive the necessary approvals for the transaction or receive them within the expected timeframe. The Merger may fail to close for other reasons including, but not limited to, changes in domestic or global and general and industry-specific economic and market conditions.

Current report

Uncertainties associated with the Merger could materially adversely affect our business, financial condition and results of operations.

Current report

The announcement and pendency of the Merger, as well as any delays in the expected timeframe, could cause disruption and create uncertainties, which could have a material adverse effect on our business, financial condition and results of operations, regardless of whether the Merger is completed. These risks include, but are not limited to:

Current report

•an adverse effect on our relationship with our members, including if the number of members or Total Paying Users declines as a result of a negative perception of the Merger;

Current report

•distraction of our current personnel as a result of the Merger, which could result in a decline in their productivity or cause distractions in the workplace;

Current report

•difficulties in attracting and retaining key personnel;

Current report

•a diversion of a significant amount of management time and resources towards completion of the Merger;

Current report

•possibly forgoing certain business opportunities or strategic transactions that we might otherwise pursue absent the pending Merger;

Current report

•significant or unexpected costs, charges or expenses resulting from the proposed Merger, including the requirement that we pay Ithaca a termination fee of $29.0 million if the Merger Agreement is terminated under certain specified circumstances;

Current report

•uncertainties related to the continued availability of capital and financing and rating agency actions;

Current report

•potential litigation relating to the Merger that could prevent or delay the Merger or otherwise negatively impact our business; and

Current report

•other developments beyond our control.

Current report

Failure to complete the Merger within the expected timeframe, or at all, could materially adversely affect our business, financial condition and results of operations.

Current report

The closing of the Merger may not occur on the expected timeline or at all. While it is currently anticipated that the Merger will be consummated pursuant to the terms set out in the definitive agreement, we cannot assure you that the conditions set forth in the Merger Agreement and related transaction agreements will be satisfied (or waived, if permitted by the Merger Agreement and applicable law) in a timely manner or at all, or that an effect, event, development, or change will not transpire that could delay or prevent these conditions from being satisfied (or waived, if permitted by the Merger Agreement and applicable law).

Current report

In addition, we cannot assure you that we or Ithaca will not terminate the Merger Agreement if entitled to do so. The Merger Agreement contains certain termination rights for us and Ithaca, including, among others, (i) if the Merger is not consummated on or before 5:00 p.m., Eastern time, on July 12, 2027 or (ii) there shall have been any (A) Applicable Law (as defined in the Merger Agreement) enacted or promulgated after the date of the Merger Agreement that is then in effect making the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger or (B) Order (as defined in the Merger Agreement) issued by any Governmental Authority (as defined in the Merger Agreement) of competent jurisdiction rendering illegal, or restraining, enjoining or otherwise prohibiting the consummation of the Merger and such injunction or other Order shall have become final and non-appealable. The Merger Agreement also contains certain additional termination rights that may be exercised unilaterally by us or Ithaca.

Current report

If the Merger Agreement is terminated and the Merger is not consummated, the price of our Class A common stock may decline and you may not recover your investment or receive a price for your shares similar to what has been offered pursuant to the Merger. Such a decline could also make it difficult to find a party willing to offer equivalent or more attractive consideration than Ithaca in the Merger.

Current report

We have also incurred, and will continue to incur, substantial costs, expenses and fees for professional services and other transaction costs in connection with the Merger. Any such delay in the consummation of the Merger will lead to additional costs to be incurred by us. Factors beyond our control could materially affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. In addition, upon termination of the Merger Agreement in specified circumstances, we may be required to pay Ithaca a termination fee of $29.0 million. If we are required to pay this termination fee, such fee, together with costs incurred to execute the Merger Agreement and pursue the Merger, could materially adversely affect our business, financial condition and results of operations.

Current report

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger and may discourage other third parties from offering a favorable alternative transaction proposal.

Current report

Under the Merger Agreement, we are subject to a customary “no-shop” provision that restricts us (including, as applicable, our Board of Directors and our special committee), our subsidiaries and their respective representatives, from soliciting Acquisition Proposals (as defined in the Merger Agreement) from third parties or providing information to or participating in any discussions or negotiations with third parties regarding Acquisition Proposals.

Current report

These provisions could discourage a third party that may have an interest in acquiring all or a significant part of our business from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the consideration in the Merger. If the Merger Agreement is terminated and we decide to seek another business combination, we may not be able to negotiate or consummate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement. In certain circumstances, we would be required to pay Ithaca a termination fee of $29.0 million if such a business combination is agreed to or consummated within 12 months after such termination.

Current report

Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to use our commercially reasonable efforts to conduct our business in accordance with applicable law and preserve intact the material components of our current business organization, to conduct our business in the ordinary course consistent with past practice in all material respects, and to not engage in certain specified activities without Ithaca’s prior consent. We may find that these and other obligations in the Merger Agreement may delay or prevent us from responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management and Board of Directors believe such responses may be advisable. Such limitations could adversely affect our business, financial condition and results of operations and our perceived acquisition value, regardless of whether the Merger is completed. These risks described may be exacerbated by delays or other adverse developments with respect to the completion of the Merger.

Current report

Uncertainties associated with the Merger may cause a loss of our employees during the pendency of the Merger and under Ithaca’s ownership following the Merger.

Current report

Our current and prospective employees may experience uncertainty about their future roles under Ithaca’s management following the Merger, which may materially adversely affect our ability to attract, retain, and motivate key personnel during the pendency of the Merger. Our employees could lose productivity as a result of uncertainty regarding their employment following the Merger. Key personnel may depart because of issues relating to the uncertainty and difficulty of the post-closing operations of our business or a desire not to remain with us under Ithaca’s management following the Merger. Accordingly, no assurance can be given that we will be able to retain key employees to the same extent that we have been able to in the past. We may lose significant expertise and talent relating to our business. The loss of any member of the senior management team could impair our ability to execute our business plan and growth strategy, have a negative impact on our revenues and the effective working relationships that our executive management have developed and cause employee morale problems and the loss of additional key employees.

Current report

Lawsuits may be filed against us and the members of our Board of Directors arising out of the proposed Merger, which may delay or prevent the proposed Merger or otherwise negatively affect our business and operations.

Current report

Putative stockholder complaints, including stockholder class action complaints and other complaints, may be filed against us, our Board of Directors and others in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and we may not be successful in defending against any such future claims. Lawsuits that may be filed against us, our Board of Directors or others could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, and otherwise materially adversely affect our business, financial condition and results of operations.