Bumble Inc. (Form: 10-Q, Received: 11/16/2022 15:19:59)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40054

Bumble Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-3604367
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1105 West 41st Street Austin, Texas	78756
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 696-1409

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

BMBL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2022, Bumble Inc. had 129,676,937 shares of Class A common stock, par value $0.01 per share, outstanding and 20 shares of Class B common stock, par value $0.01 per share, outstanding.

SPECIAL NOTE REGARDING Forward-Looking Statements

This Quarterly Report on Form 10-Q, or this Quarterly Report, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current views of management of Bumble Inc. with respect to, among other things, its operations, its financial performance, its industry, and its business. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the following:

•

our ability to retain existing users or attract new users and to convert users to paying users

•

competition and changes in the competitive landscape of our market

•

our ability to distribute our dating products through third parties, such as Apple App Store or Google Play Store, and offset related fees

•

the impact of data security breaches or cyber attacks on our systems and the costs of remediation related to any such incidents

•

the continued development and upgrading of our technology platform and our ability to adapt to rapid technological developments and changes in a timely and cost-effective manner

•

our ability to obtain, maintain, protect and enforce intellectual property rights and successfully defend against claims of infringement, misappropriation or other violations of third-party intellectual property

•

our ability to comply with complex and evolving U.S. and international laws and regulations relating to our business, including data privacy laws

•

foreign currency exchange rate fluctuations

•

risks relating to certain of our international operations, including geopolitical conditions and successful expansion into new markets

•

the impact of current developments in Russia, Ukraine and surrounding countries on our business and users, including the impact of our decision to discontinue our operations in Russia and remove our apps from the Apple App Store and Google Play Store in Russia and Belarus

•

control of us by Blackstone and our Founder (each, as defined below)

•

the outsized voting rights of Blackstone and our Founder

•

the inability to attract hire and retain a highly qualified and diverse workforce, or maintain our corporate culture

•

changes in business or macroeconomic conditions, including the impact of the Coronavirus Disease 2019 (“COVID-19”) (and other widespread health emergencies or pandemics) and measures taken in response, lower consumer confidence in our business or in the online dating industry generally, recessionary conditions, increased unemployment rates, stagnant or declining wages, changes in inflation or interest rates, political unrest, armed conflicts or natural disasters

For more information regarding these and other risks and uncertainties that we face, see Part I, “Item 1A—Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). These factors should not be construed as exhaustive and we caution you that the important factors referenced above may not contain all of the factors that are important to you. Bumble Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

Website and Social Media Disclosure

We use our websites (www.bumble.com and ir.bumble.com) and at times our corporate Twitter account (@bumble) to distribute company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, filings with the Securities and Exchange Commission (“SEC”) and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Bumble when you enroll your e-mail address by visiting the “E-mail Alerts” section of our website at ir.bumble.com. The contents of our website and social media channels are not, however, a part of this Quarterly Report on Form 10-Q.

Certain Definitions

As used in this Quarterly Report, unless otherwise noted or the context requires otherwise:

•

“Badoo App and Other Average Revenue per Paying User” is a metric calculated based on Badoo App and Other Revenue in any measurement period, excluding any revenue generated from Fruitz, advertising and partnerships or affiliates, divided by Badoo App and Other Paying Users in such period divided by the number of months in the period.

•

a “Badoo App and Other Paying User” is a user that has purchased or renewed a subscription plan and/or made an in-app purchase on Badoo app in a given month (or made a purchase on one of our other apps that we owned and operated in a given month (excluding Fruitz), or purchase on other third-party apps that used our technology in the relevant period). We calculate Badoo App and Other Paying Users as a monthly average, by counting the number of Badoo App and Other Paying Users in each month and then dividing by the number of months in the relevant measurement period.

•

“Badoo App and Other Revenue” is revenue derived from purchases or renewals of a Badoo app subscription plan and/or in-app purchases on Badoo app in the relevant period, purchases on one of our other apps that we owned and operated in the relevant period, purchases on other third party apps that used our technology in the relevant period and advertising, partnerships or affiliates revenue in the relevant period.

•

“Blackstone” or “our Sponsor” refer to investment funds associated with Blackstone Inc.

•

“Blocker Companies” refer to certain entities that are taxable as corporations for U.S. federal income tax purposes in which the Pre-IPO Shareholders held interests.

•

“Blocker Restructuring” refers to certain restructuring transactions that resulted in the acquisition by Pre-IPO Shareholders of shares of Class A common stock in exchange for their ownership interests in the Blocker Companies and Bumble Inc. acquiring an equal number of outstanding Common Units.

•

“Bumble,” the “Company,” “we,” “us” and “our” refer to Bumble Inc. and its consolidated subsidiaries.

•

“Bumble App Average Revenue per Paying User” is a metric calculated based on Bumble App Revenue in any measurement period, divided by Bumble App Paying Users in such period divided by the number of months in the period.

•

a “Bumble App Paying User” is a user that has purchased or renewed a Bumble app subscription plan and/or made an in-app purchase on Bumble app in a given month. We calculate Bumble App Paying Users as a monthly average, by counting the number of Bumble App Paying Users in each month and then dividing by the number of months in the relevant measurement period.

•

"Bumble App Revenue” is revenue derived from purchases or renewals of a Bumble app subscription plan and/or in-app purchases on Bumble app in the relevant period.

•

“Bumble Holdings” refers to Buzz Holdings L.P., a Delaware limited partnership.

•

“Class B Units” refers to the interests in Bumble Holdings called “Class B Units,” including the Class B units held by Buzz Management Aggregator L.P., that were outstanding prior to the Reclassification.

•

“Common Units” refers to the new class of units of Bumble Holdings created by the Reclassification and does not include Incentive Units.

•

“Founder” refers to Whitney Wolfe Herd, the founder of Bumble app, our Chief Executive Officer and member of our board of directors, together with entities beneficially owned by her.

•

“Fruitz” refers to Flashgap SAS, which operates the Fruitz app.

•

“Incentive Units” refers to the class of units of Bumble Holdings created by the reclassification of the Class B Units in the Reclassification. The Incentive Units are “profit interests” having economic characteristics similar to stock appreciation rights and having the right to share in any equity value of Bumble Holdings above specified participation thresholds. Vested Incentive Units may be converted to Common Units and be subsequently exchanged for shares of Class A common stock.

•

“IPO” refers to the initial public offering of Class A common stock, which was completed on February 16, 2021.

•

“Offering Transactions” refers to the offering of Class A common stock in the IPO and certain related transactions, as defined in “Item 2―Management’s Discussion and Analysis of Financial Condition and Results of Operations―Factors Affecting the Comparability of Our Results of Operations―Initial Public Offering and Offering Transactions”.

•

“Pre-IPO Common Unitholders” refer to pre-IPO owners that hold Common Units following the Reclassification.

•

“pre-IPO owners” refer to our Founder, our Sponsor, an affiliate of Accel Partners LP and management and other equity holders who were the owners of Bumble Holdings immediately prior to the Offering Transactions.

•

“Pre-IPO Shareholders” refer to pre-IPO owners that received shares of Class A common stock of Bumble Inc. pursuant to the Blocker Restructuring.

•

“Principal Stockholders” refers collectively to our Founder and our Sponsor.

•

“Reclassification” refers to the reclassification of the limited partnership interests of Bumble Holdings in connection with the IPO pursuant to which certain outstanding Class A units were reclassified into a new class of limited partnership interests that we refer to as “Common Units” and certain outstanding Class B Units were reclassified into a new class of limited partnership interests that we refer to as “Incentive Units.”

•

“Reorganization Transactions” refer to certain transactions that occurred prior to the completion of the IPO which were accounted for as a reorganization of entities under common control.

•

“Sponsor Acquisition” refers to the acquisition on January 29, 2020 by our Sponsor of a majority stake in Worldwide Vision Limited and certain transactions related thereto.

•

“Total Average Revenue per Paying User” is a metric calculated based on Total Revenue in any measurement period, excluding any revenue generated from Fruitz, advertising and partnerships or affiliates, divided by the Total Paying Users in such period divided by the number of months in the period.

•

“Total Paying Users” is the sum of Bumble App Paying Users and Badoo App and Other Paying Users.

•

“Total Revenue” is the sum of Bumble App Revenue and Badoo App and Other Revenue.

•

“user” is a user ID, a unique identifier assigned during registration.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Operations	7
	Condensed Consolidated Statements of Changes in Equity	8
	Condensed Consolidated Statements of Cash Flows	13
	Notes to Unaudited Condensed Consolidated Financial Statements	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	61
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	62
Item 1A.	Risk Factors	62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 6.	Exhibits	63
	Signatures	64

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

Bumble Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share information)

(Unaudited)


	September 30, 2022			December 31, 2021
ASSETS
Cash and cash equivalents	$	365,105		$	369,175
Accounts receivable, net of allowances		56,524			47,538
Other current assets		30,384			52,751
Total current assets		452,013			469,464
Right-of-use assets		19,784			26,410
Property and equipment, net		12,973			14,627
Goodwill		1,576,266			1,540,112
Intangible assets, net		1,673,776			1,696,798
Deferred tax assets, net		23,106			19,572
Other noncurrent assets		34,920			10,013
Total assets	$	3,792,838		$	3,776,996
LIABILITIES AND BUMBLE INC. SHAREHOLDERS’ / BUZZ HOLDINGS L.P. OWNERS’ EQUITY
Accounts payable	$	10,504		$	19,169
Deferred revenue		44,898			39,569
Accrued expenses and other current liabilities		78,477			111,482
Current portion of long-term debt, net		5,750			5,750
Total current liabilities		139,629			175,970
Long-term debt, net		620,239			623,231
Deferred tax liabilities, net		9,398			—
Payable to related parties pursuant to a tax receivable agreement		388,980			388,780
Other long-term liabilities		72,288			119,246
Total liabilities		1,230,534			1,307,227
Commitments and contingencies (Note 18)
Bumble Inc. Shareholders’ / Buzz Holdings L.P. Owners’ Equity:
Class A common stock (par value $0.01 per share, 6,000,000,000 shares authorized; 129,645,692 and 129,212,949 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)		1,297			1,292
Class B common stock (par value $0.01 per share, 1,000,000 shares authorized; 20 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)		—			—
Preferred stock (par value $0.01; authorized 600,000,000 shares; no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)		—			—
Additional paid-in capital		1,661,410			1,588,426
Accumulated deficit		(29,301	)		(60,125	)
Accumulated other comprehensive income		62,075			78,603
Total Bumble Inc. shareholders’ / Buzz Holdings L.P. owners’ equity		1,695,481			1,608,196
Noncontrolling interests		866,823			861,573
Total shareholders’ / owners’ equity		2,562,304			2,469,769
Total liabilities and shareholders’ / owners’ equity	$	3,792,838		$	3,776,996

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share / unit information)

(Unaudited)



	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
Revenue	$	232,639		$	199,147		$	661,875		$	553,865
Operating costs and expenses:
Cost of revenue		64,581			55,265			181,702			151,597
Selling and marketing expense		64,316			55,105			180,628			151,654
General and administrative expense		29,815			45,726			107,636			215,631
Product development expense		25,828			24,231			73,479			84,197
Depreciation and amortization expense		19,755			27,022			73,835			80,882
Total operating costs and expenses		204,295			207,349			617,280			683,961
Operating earnings (loss)		28,344			(8,202	)		44,595			(130,096	)
Interest income (expense)		(6,866	)		(5,676	)		(18,446	)		(18,861	)
Other income (expense), net		6,545			3,773			24,729			7,489
Income (loss) before income taxes		28,023			(10,105	)		50,878			(141,468	)
Income tax benefit (provision)		(1,618	)		(280	)		(5,756	)		437,122
Net earnings (loss)		26,405			(10,385	)		45,122			295,654
Net earnings (loss) attributable to noncontrolling interests		8,342			(3,052	)		14,298			(26,603	)
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners	$	18,063		$	(7,333	)	$	30,824		$	322,257
Net earnings (loss) per share / unit attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners
Basic earnings (loss) per share / unit	$	0.14		$	(0.06	)	$	0.24		$	1.57
Diluted earnings (loss) per share / unit	$	0.14		$	(0.06	)	$	0.23		$	1.53

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Comprehensive Operations

(In thousands)

(Unaudited)



	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
Net earnings (loss)	$	26,405		$	(10,385	)	$	45,122		$	295,654
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment		(14,220	)		(2,878	)		(24,398	)		(7,304	)
Total other comprehensive income (loss), net of tax		(14,220	)		(2,878	)		(24,398	)		(7,304	)
Comprehensive income (loss)		12,185			(13,263	)		20,724			288,350
Comprehensive income (loss) attributable to noncontrolling interests		4,051			(3,564	)		6,428			(28,751	)
Comprehensive income (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners	$	8,134		$	(9,699	)	$	14,296		$	317,101

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Changes in Equity

Three months ended September 30, 2022

(In thousands, except per share amounts)

(Unaudited)


	Class A Common Stock					Class B Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Bumble Inc. Owners'/ Shareholders'			Noncontrolling			Total Shareholders’ / Owners'
	Shares			Amount		Shares		Amount		Capital			Deficit			Income (Deficit)			Equity			Interests			Equity
Balance as of June 30, 2022		129,559,112		$	1,296		20	$	—	$	1,623,562		$	(47,364	)	$	72,004		$	1,649,498		$	863,707		$	2,513,205
Net earnings (loss)		—			—		—		—		—			18,063			—			18,063			8,342			26,405
Stock-based compensation expense		—			—		—		—		38,072			—			—			38,072			—			38,072
Cancellation of restricted shares		(3,329	)		—		—		—		(45	)		—			—			(45	)		45			—
Restricted stock units issued, net of shares withheld for taxes		89,909			1		—		—		(179	)		—			—			(178	)		(980	)		(1,158	)
Other comprehensive loss, net of tax		—			—		—		—		—			—			(9,929	)		(9,929	)		(4,291	)		(14,220	)
Balance as of September 30, 2022		129,645,692		$	1,297		20	$	—	$	1,661,410		$	(29,301	)	$	62,075		$	1,695,481		$	866,823		$	2,562,304

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Changes in Equity

Three months ended September 30, 2021

(In thousands, except per share amounts)

(Unaudited)


	Class A Common Stock						Class B Common Stock				Additional Paid-in			Treasury Stock				Accumulated			Accumulated Other Comprehensive			Total Bumble Inc. Owners'/ Shareholders'			Noncontrolling			Total Owners’ / Shareholders’
	Shares			Amount			Shares		Amount		Capital			Shares		Amount		Deficit			Income (Deficit)			Equity			Interests			Equity
Balance as of June 30, 2021		119,799,036		$	1,198			20	$	—	$	1,432,125			—		—	$	(40,350	)	$	77,572		$	1,470,545		$	1,006,571		$	2,477,116
Net loss		—			—			—		—		—			—		—		(7,333	)		—			(7,333	)		(3,052	)		(10,385	)
Stock-based compensation expense		—			—			—		—		23,763			—		—		—			—			23,763			—			23,763
Impact of Tax Receivable Agreement due to exchanges of Common Units		—			—			—		—		(26,085	)		—		—		—			—			(26,085	)		—			(26,085	)
Cancellation of restricted shares		(145,416	)		(1	)		—		—		(2,154	)		—		—		—			—			(2,155	)		2,155			—
Exercise of stock options		12,668			—			—		—		734			—		—		—			—			734			(189	)		545
Restricted stock units issued, net of shares withheld for taxes		230,389			2			—		—		(4,953	)		—		—		—			—			(4,951	)		(3,444	)		(8,395	)
Exchange of Common Units for Class A common stock		9,344,903			93			—		—		139,581			—		—		—			—			139,674			(139,674	)		—
Other comprehensive loss, net of tax		—			—			—		—		—			—				—			(2,366	)		(2,366	)		(512	)		(2,878	)
Balance as of September 30, 2021		129,241,580		$	1,292			20	$	—	$	1,563,011			—		—	$	(47,683	)	$	75,206		$	1,591,826		$	861,855		$	2,453,681

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Changes in Equity

Nine months ended September 30, 2022

(In thousands, except per share amounts)

(Unaudited)


	Class A Common Stock					Class B Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Bumble Inc. Owners'/ Shareholders'			Noncontrolling			Total Shareholders’ / Owners'
	Shares			Amount		Shares		Amount		Capital			Deficit			Income			Equity			Interests			Equity
Balance as of December 31, 2021		129,212,949		$	1,292		20	$	—	$	1,588,426		$	(60,125	)	$	78,603		$	1,608,196		$	861,573		$	2,469,769
Net earnings (loss)		—			—		—		—		—			30,824			—			30,824			14,298			45,122
Stock-based compensation expense		—			—		—		—		79,363			—			—			79,363			—			79,363
Impact of Tax Receivable Agreement due to exchanges of Common Units		—			—		—		—		(200	)		—			—			(200	)		—			(200	)
Cancellation of restricted shares		(28,988	)		—		—		—		(109	)		—			—			(109	)		109			—
Exercise of stock options		—			—		—		—		—			—			—			—			—			—
Restricted stock units issued, net of shares withheld for taxes		399,887			4		—		—		(6,000	)		—			—			(5,996	)		(1,356	)		(7,352	)
Exchange of Common Units for Class A common stock		61,844			1		—		—		(70	)		—			—			(69	)		69			—
Other comprehensive loss, net of tax		—			—		—		—		—			—			(16,528	)		(16,528	)		(7,870	)		(24,398	)
Balance as of September 30, 2022		129,645,692		$	1,297		20	$	—	$	1,661,410		$	(29,301	)	$	62,075		$	1,695,481		$	866,823		$	2,562,304

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Changes in Equity

Nine months ended September 30, 2021

(In thousands, except per share amounts)

(Unaudited)


	Limited Partners'			Class A Common Stock						Class B Common Stock					Additional Paid-in			Treasury Stock						Accumulated		Accumulated Other Comprehensive			Total Bumble Inc. Owners'/ Shareholders'			Noncontrolling			Total Shareholders’ / Owners'
	Equity			Shares			Amount			Shares			Amount		Capital			Shares			Amount			Deficit		Income			Equity			Interests			Equity
Balance as of December 31, 2020	$	1,903,121			—		$	—			100		$	—	$	—			—		$	—		$	695	$	176,244		$	2,080,060		$	806		$	2,080,866
Acquisition of noncontrolling interests		806			—			—			—			—		—			—			—			—		—			806			(806	)		—
Net earnings prior to Reorganization Transactions		370,635			—			—			—			—		—			—			—			—		—			370,635			—			370,635
Stock-based compensation expense		11,587			—			—			—			—		—			—			—			—		—			11,587			—			11,587
Effect of the Reorganization Transactions (as adjusted)		(2,286,149	)		82,642,374			826			—			—		1,075,019			—			—			—		(95,882	)		(1,306,186	)		1,306,186			—
Retirement of Class B common stock		—			—			—			(80	)		—		—			—			—			—		—			—			—			—
Issuance of Class A common stock sold in the initial public offering, net of offering costs		—			57,500,000			575			—			—		2,236,787			—			—			—		—			2,237,362			121,009			2,358,371
Purchase of Class A Common Stock in the initial public offering		—			—			—			—			—		—			24,798,848			(1,018,365	)		—		—			(1,018,365	)		—			(1,018,365	)
Purchase of Common Units from Pre-IPO Common Unitholders in the initial public offering		—			—			—			—			—		(609,489	)		—			—			—		—			(609,489	)		(363,800	)		(973,289	)
Vested Incentive Units		—			—			—			—			—		(6,385	)		—			—			—		—			(6,385	)		6,385			—
Issuance of Founder loan common units		—			—			—			—			—		(29,034	)		—			—			—		—			(29,034	)		29,034			—
Equity plan modification from liability to equity settled due to Reorganization		—			—			—			—			—		22,107			—			—			—		—			22,107			—			22,107
Tax Receivable Agreement from Reorganization Transactions		—			—			—			—			—		(387,669	)		—			—			—		—			(387,669	)		—			(387,669	)
Stock-based compensation expense		—			—			—			—			—		79,573			—			—			—		—			79,573			—			79,573
Retirement of treasury stock and restored to authorized but unissued		—			(24,798,848	)		(248	)		—			—		(1,018,117	)		(24,798,848	)		1,018,365			—		—			—			—			—
Cancellation of restricted shares		—			(145,416	)		(1	)		—			—		(2,154	)		—			—			—		—			(2,155	)		2,155			—


Exercise of stock options		—	12,668		—	—		—		734		—		—		—			—			734			(189	)		545
Restricted stock units issued, net of shares withheld for taxes		—	230,389		2	—		—		(4,953	)	—		—		—			—			(4,951	)		(3,444	)		(8,395	)
Exchange of Common Units for Class A common stock		—	13,800,413		138	—		—		206,592		—		—		—			—			206,730			(206,730	)		—
Net loss subsequent to Reorganization Transactions		—	—		—	—		—		—		—		—		(48,378	)		—			(48,378	)		(26,603	)		(74,981	)
Other comprehensive loss, net of tax		—	—		—	—		—		—		—		—		—			(5,156	)		(5,156	)		(2,148	)		(7,304	)
Balance as of September 30, 2021	$	—	129,241,580	$	1,292	20	$	—	$	1,563,011		—	$	—	$	(47,683	)	$	75,206		$	1,591,826		$	861,855		$	2,453,681

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
Cash flows from operating activities:
Net earnings (loss)	$	45,122		$	295,654
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		73,835			80,882
Impairment loss		4,388			—
Loss on extinguishment of long term debt		—			3,398
Changes in fair value of interest rate swaps		(18,404	)		(2,789	)
Changes in fair value of contingent earn-out liability		(46,399	)		77,659
Changes in fair value of investments in equity securities		(38	)		—
Non-cash lease expense		3,479			4,247
Deferred income tax		(6,501	)		(443,096	)
Stock-based compensation expense		77,179			99,502
Net foreign exchange difference		(14,413	)		(2,257	)
Other, net		(1,140	)		3,727
Changes in assets and liabilities:
Accounts receivable		(5,176	)		(4,954	)
Other current assets		20,261			(5,284	)
Accounts payable		(9,841	)		(13,124	)
Deferred revenue		4,679			7,773
Legal liabilities		(7,130	)		(45,631	)
Accrued expenses and other current liabilities		(38,088	)		(35,721	)
Other, net		(44	)		271
Net cash provided by (used in) operating activities		81,769			20,257
Cash flows from investing activities:
Capital expenditures		(11,311	)		(9,388	)
Acquisition of business, net of cash acquired		(69,720	)		—
Other, net		—			31
Net cash provided by (used in) investing activities		(81,031	)		(9,357	)
Cash flows from financing activities:
Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs		—			2,358,371
Payments to purchase and retire common stock		—			(1,018,365	)
Purchase of Common Units from Pre-IPO Common Unitholders in the initial public offering		—			(973,289	)
Withholding tax paid on behalf of employees on stock-based awards		(7,352	)		(9,338	)
Proceeds from exercise of options		—			545
Repayment of term loan		(4,313	)		(205,000	)
Net cash provided by (used in) financing activities		(11,665	)		152,924
Effects of exchange rate changes on cash and cash equivalents		13,641			(535	)
Net increase (decrease) in cash and cash equivalents		2,714			163,289
Cash and cash equivalents, beginning of the period		369,175			128,286
Cash and cash equivalents and restricted cash, end of the period		371,889			291,575
Less restricted cash		6,784			—
Cash and cash equivalents, end of the period	$	365,105		$	291,575

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 - Organization and Basis of Presentation

Company Overview

Bumble Inc.’s main operations are providing online dating and social networking platforms through subscription and in-app purchases of dating products servicing North America, Europe and various other countries around the world. Bumble Inc. provides these services through websites and applications that it owns and operates.

Bumble Inc. (the "Company" or "Bumble") was incorporated as a Delaware corporation on October 5, 2020 for the purpose of facilitating an initial public offering (“IPO”) and other related transactions in order to operate the business of Buzz Holdings L.P. (“Bumble Holdings”) and its subsidiaries.

Prior to the IPO and the Reorganization Transactions, Bumble Holdings L.P. ("Bumble Holdings"), a Delaware limited partnership, was formed primarily as a vehicle to finance the acquisition (the “Sponsor Acquisition”) of a majority stake in Worldwide Vision Limited (the “Predecessor”) by a group of investment funds managed by Blackstone Inc. (“Blackstone” or our "Sponsor"). As Bumble Holdings did not have any previous operations, Worldwide Vision Limited, a Bermuda exempted limited company, is viewed as the predecessor to Bumble Holdings and its consolidated subsidiaries. Accordingly, these consolidated financial statements include certain historical consolidated financial and other data for Worldwide Vision Limited for periods prior to the completion of the business combination.

On February 16, 2021, the Company completed its IPO of 57.5 million shares of Class A common stock at an offering price of $43 per share and received net proceeds of $2,361.2 million after deducting underwriting discounts and commissions. The Company used the proceeds from the issuance of 48.5 million shares ($1,991.6 million) to redeem shares of Class A common stock and purchase limited partnership interests of Bumble Holdings ("Common Units") from entities affiliated with our Sponsor, at a price per share / Common Unit equal to the IPO price, net of underwriting discounts and commissions.

In connection with the IPO, the organizational structure was converted to an umbrella partnership-C-Corporation with Bumble Inc. becoming the general partner of Bumble Holdings. The Reorganization Transactions were accounted for as a transaction between entities under common control. As a result, the financial statements for periods subsequent to the Sponsor Acquisition and prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. As the general partner, Bumble Inc. operates and controls all of the business and affairs, and through Bumble Holdings and its subsidiaries, conducts the business. Bumble Inc. consolidates Bumble Holdings in its consolidated financial statements and reports a noncontrolling interest related to the Common Units held by the pre-IPO common unitholders and the incentive units held by the continuing incentive unitholders in the consolidated financial statements.

Assuming the exchange of all outstanding Common Units for shares of Class A common stock on a one-for-one basis under the exchange agreement entered into by holders of Common Units, there would be 188,379,019 shares of Class A common stock outstanding (which does not reflect any shares of Class A common stock issuable in exchange for as-converted Incentive Units or upon settlement of certain other interests) as of September 30, 2022.

All references to the “Company”, “we”, “our” or “us” in this report are to Bumble Inc.

Secondary Offering

On September 15, 2021, the Company completed a secondary offering of 20.7 million shares of Class A common stock on behalf of certain selling stockholders affiliated with Blackstone (the "Selling Stockholders") at a price of $54.00 per share. This transaction resulted in the issuance of 9.2 million shares of Class A common stock for the period ending September 30, 2021.

Bumble did not sell any shares of Class A common stock in the offering and did not receive any of the proceeds from the sale. Bumble paid the costs associated with the sale of shares by the Selling Stockholders, net of the underwriting discounts.

Basis of Presentation and Consolidation

The unaudited condensed consolidated financial statements that accompany these notes include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial statements

have been prepared in conformity with U.S. GAAP, consistent in all material respects with those applied in the Company's 2021 Form 10-K, with the exception of the correction of certain errors as discussed below. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the 2021 Form 10-K.

A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheets and the presentation of net income is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests. The Company’s noncontrolling interest represents substantive profit-sharing arrangements and profit and losses are attributable to controlling and noncontrolling interests using a hypothetical liquidation at book value method.

Revision of Previously Issued Financial Statements

In connection with the preparation of our consolidated financial statements, we identified certain immaterial prior period adjustments related to the recognition and presentation of debt issuance costs and refunds from third-party aggregators in previously issued financial statements. In addition, we recorded certain other previously identified adjustments that were deemed immaterial to the periods presented.

In accordance with SAB No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” we evaluated the errors and determined that the related impacts were not material to our financial statements for any prior annual or interim periods, but that correcting the cumulative impact of the errors would be significant to our results of operations for the three and nine months ended September 30, 2022. Accordingly, we have revised previously reported financial information for such immaterial errors. A summary of revisions to certain previously reported financial information presented herein for comparative purposes is included in Note 3, Revisions of Previously Issued Financial Statements.

Note 2 - Summary of Selected Significant Accounting Policies

Included below are selected significant accounting policies including those that were added or modified during the nine months ended September 30, 2022 as a result of new transactions entered into or the adoption of new accounting policies. Refer to Note 2, Summary of Selected Significant Accounting Policies, within the annual consolidated financial statements in our 2021 Form 10-K for the full list of our significant accounting policies.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses. The Company’s significant estimates relate to income taxes, the fair value and useful lives of assets acquired and liabilities assumed in business combinations, the recoverability of long-lived assets and goodwill, potential obligations associated with legal contingencies, the fair value of contingent consideration, and the fair value of derivatives and stock-based compensation.

These estimates are based on management’s best estimates and judgment. Actual results may differ from these estimates. Estimates, judgments and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions, judgments and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash in banks, cash on hand, cash in electronic money accounts and overnight deposits.

As of September 30, 2022, the Company has classified the cash held in Russia as restricted cash due to the sanctions imposed by the Russia-Ukraine Conflict, which is included in “Other noncurrent assets” within the accompanying condensed consolidated balance sheets.

Impairment of Long-lived Assets

Long-lived assets, which consist of property and equipment and right-of-use assets, are reviewed for impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value. The remaining estimated useful lives of property and equipment and right-of-use assets are routinely reviewed and, if the estimate is revised, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.

During the nine months ended September 30, 2022, the Company determined that a right-of-use asset associated with its decision to discontinue its operations in Russia was fully impaired and recognized an impairment charge of $4.4 million in “General and administrative expense” within the accompanying condensed consolidated statement of operations. See Note 9, Restructuring, for additional information on impairment.

Revenue Recognition

The Company recognizes revenue from services in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when or as the Company’s performance obligations are satisfied by transferring control of the promised services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.

Revenue is primarily derived in the form of recurring subscriptions and in-app purchases. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage. Unused in-app purchase fees expire and are recognized as revenue after six months. The Company also earns revenue from online advertising and partnerships. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.

As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts with Customers, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.

During the three and nine months ended September 30, 2022 and 2021, there were no customers representing greater than 10% of total revenue.

For the periods presented, revenue across apps was as follows (in thousands):


	Three Months Ended September 30, 2022		(As Revised) Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		(As Revised) Nine Months Ended September 30, 2021
Bumble App	$	180,641	$	141,216	$	503,482	$	379,176
Badoo App and Other		51,998		57,931		158,393		174,689
Total Revenue	$	232,639	$	199,147	$	661,875	$	553,865

Deferred Revenue

Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less. The deferred revenue balance is $44.9 million and $39.6 million as of September 30, 2022 and December 31, 2021, respectively, all of which is classified as a current liability. During the three months ended September 30, 2022 and 2021, the Company recognized revenue of $2.5 million and $2.0 million, that was included in the deferred revenue balance at the beginning of each respective period. During the nine months ended September 30, 2022 and 2021, the Company recognized revenue of $39.1 million and $29.9 million, that was included in the deferred revenue balance at the beginning of each respective period.

Business Combination

The Company accounts for business combinations using the acquisition method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their fair values at the date of acquisition, with the exception of contract assets and contract liabilities from contracts with customers. On January 1, 2022, the Company adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, under which the Company recognizes and measures revenue contract assets and contract liabilities (including deferred revenue) acquired in a business combination on the acquisition date as if the revenue contracts were originated by the Company in accordance with ASC 606, Revenue from Contracts with Customers. The adoption of ASU 2021-08 did not have a material impact to the Company's consolidated financial position, results of operations and cash flows. Any excess of the amount paid over the fair values of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items.

Transaction costs associated with business combinations are expensed as incurred.

Fair Value Measurements

The Company follows ASC Topic 820, Fair Value Measurement, for financial assets and liabilities measured on a recurring basis. The Company uses the fair value hierarchy to categorize the financial instruments measured at fair value based on the available inputs to the valuation and the degree to which they are observable or not observable in the market.

The three levels of the fair value hierarchy are as follows:


	•	Level 1 - Quoted prices in active markets for identical assets or liabilities.


	•	Level 2 - Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities.


	•	Level 3 - Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available.

Restructuring Charges

Restructuring charges, associated with office closure or exiting a market, consist primarily of severance, relocation, right-of-use asset impairment and other related costs. The Company evaluates the nature of these costs to determine if they relate to ongoing benefit arrangements which are accounted for under ASC 712, Compensation - Nonretirement Postemployment Benefits, or one-time benefit arrangements which are accounted for under ASC 420, Exit or Disposal Cost Obligations. The Company records a liability for ongoing employee termination benefits when it is probable that an employee is entitled to them and the amount of the benefits can be reasonably estimated. One-time employee termination costs are recognized when management has communicated the termination plan to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. All other related costs are recognized when incurred. See Note 9, Restructuring, for additional information.

Restructuring charges are recognized as an operating expense within the condensed consolidated statements of operations and are classified based on each employee’s respective function.

Earnings (Loss) per Share / Unit

Basic earnings (loss) per share / unit is computed by dividing net earnings (loss) attributable to the Company by the weighted average number of common shares / units outstanding during the period. Diluted earnings (loss) per share / unit is computed by dividing net earnings (loss) attributable to the Company by the weighted-average share / units outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on earnings (loss) per share / unit.

See Note 14, Earnings (Loss) per Share / Unit, for additional information on dilutive securities.

Stock-Based Compensation

The Company issues stock-based awards to employees that are generally in the form of stock options, restricted shares, incentive units, or restricted stock units (“RSUs”). Compensation cost for equity awards is measured at their grant-date fair value, and in the case of restricted shares and RSUs is estimated based on the fair value of the Company’s underlying common stock. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model, which requires management to make

assumptions with respect to the fair value of the Company’s common stock on the grant date, including the expected term of the award, the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award, risk-free interest rates and expected dividend yields of the Company’s stock. For time-vesting awards, compensation cost is recognized over the requisite service period, which is generally the vesting period, using the graded attribution method. For performance-based stock awards, compensation expense is recognized over the requisite service period on a straight-line basis when achievement is probable. At the IPO date, the Company concluded that our public offering represented a qualifying liquidity event that would cause the performance conditions to be probable of occurring.

For periods prior to the Company’s IPO, the grant date fair value of stock-based compensation awards and the underlying equity were determined on each grant date using a Monte Carlo model. As the Company's equity was not publicly traded, there was no history of market prices for the Company's equity. Thus, estimating grant date fair value required the Company to make assumptions, including the value of the Company's equity, expected time to liquidity, and expected volatility.

See Note 15, Stock-based Compensation, for additional information on the Company’s stock-based compensation plans and awards.

Recently Issued Pronouncements Not Yet Adopted

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” 2020-04) Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and then subsequent amendments, which provide optional guidance and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued. The amendments are effective prospectively at any point through December 31, 2022. The Company continues to implement its transition plan toward cessation of LIBOR and the modification of its loans and other financial instruments with attributes that are either directly or indirectly influenced by LIBOR. The Company expects to utilize the LIBOR transition relief allowed under ASU 2020-04, as applicable, and does not expect such adoption to have a material impact on its accounting and disclosures.

Note 3 - Revisions of Previously-Issued Financial Statements

In preparing the condensed consolidated financial statements as of and for the three and nine months ended September 30, 2022, the Company identified certain errors in its previously issued financial statements related to the recognition and presentation of debt issuance costs and refunds from third-party aggregators. Accordingly, during 2022, 2021 and 2020, certain immaterial errors existed.

The Company assessed the materiality of the misstatements both quantitatively and qualitatively and determined the correction of these errors to be immaterial to all prior consolidated financial statements taken as a whole and, therefore, amending previously filed reports to correct the errors was not required. However, the Company concluded that the cumulative effect of correcting the errors in the quarter ended September 30, 2022 would materially misstate the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022. Accordingly, the Company has made the necessary adjustments to correct the prior periods financial statements as summarized below. In addition, the amounts labeled “Adjustment” also include certain other previously identified adjustments that were not recorded, as such errors were deemed immaterial to the periods presented. The Company will also revise such information in future filings to reflect the correction of the errors. The remainder of the notes to the Company's consolidated financial statements have been updated and revised, as applicable, to reflect the impacts of the adjustments described above.

The following tables summarize the revisions of previously-issued financial statements (in thousands):


Unaudited Condensed Consolidated Balance Sheets	June 30, 2022									June 30, 2021
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Deferred tax assets, net	$	22,365		$	1,100		$	23,465		$	15,175		$	—		$	15,175
Other noncurrent assets		22,860			581			23,441			3,913			806			4,719
Total assets		3,767,819			1,681			3,769,500			3,754,630			806			3,755,436
Deferred revenue		44,470			(355	)		44,115			37,329			(355	)		36,974
Current portion of long-term debt, net		2,588			3,162			5,750			2,588			3,162			5,750
Total current liabilities		211,859			2,807			214,666			170,689			2,807			173,496
Long-term debt, net		619,057			2,183			621,240			621,645			3,562			625,207
Payable to related parties pursuant to a tax receivable agreement		388,980			—			388,980			356,755			4,829			361,584
Total liabilities		1,251,305			4,990			1,256,295			1,267,122			11,198			1,278,320
Additional paid-in capital		1,621,917			1,645			1,623,562			1,339,583			92,542			1,432,125
Accumulated deficit		(40,853	)		(6,511	)		(47,364	)		(35,928	)		(4,422	)		(40,350	)
Accumulated other comprehensive income		73,667			(1,663	)		72,004			175,198			(97,626	)		77,572
Total Bumble Inc. shareholders’ / Buzz Holdings L.P. owners’ equity		1,656,027			(6,529	)		1,649,498			1,480,051			(9,506	)		1,470,545
Noncontrolling interests		860,487			3,220			863,707			1,007,457			(886	)		1,006,571
Total shareholders’ / owners’ equity		2,516,514			(3,309	)		2,513,205			2,487,508			(10,392	)		2,477,116
Total liabilities and shareholders’ / owners’ equity		3,767,819			1,681			3,769,500			3,754,630			806			3,755,436


Unaudited Condensed Consolidated Statements of Operations and Unaudited Condensed Consolidated Statements of Comprehensive Operations	Three Months Ended June 30, 2022									Three Months Ended June 30, 2021									Six Months Ended June 30, 2022									Six Months Ended June 30, 2021
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Revenue	$	220,454		$	(1,248	)	$	219,206		$	186,217		$	(802	)	$	185,415		$	431,653		$	(2,417	)	$	429,236		$	356,930		$	(2,212	)	$	354,718
Cost of revenue		62,757			(1,248	)		61,509			50,797			(802	)		49,995			119,538			(2,417	)		117,121			98,544			(2,212	)		96,332
Total operating costs and expenses		223,222			(1,248	)		221,974			195,715			(802	)		194,913			415,402			(2,417	)		412,985			478,824			(2,212	)		476,612
Interest income (expense)		(6,281	)		292			(5,989	)		(5,921	)		293			(5,628	)		(12,164	)		584			(11,580	)		(13,650	)		465			(13,185	)
Other income (expense), net		4,954			—			4,954			4,731			—			4,731			18,184			—			18,184			11,722			(8,006	)		3,716
Income (loss) before income taxes		(4,095	)		292			(3,803	)		(10,688	)		293			(10,395	)		22,271			584			22,855			(123,822	)		(7,541	)		(131,363	)
Income tax benefit (provision)		(2,328	)		1,100			(1,228	)		(459	)		—			(459	)		(4,756	)		618			(4,138	)		436,117			1,285			437,402
Net earnings (loss)		(6,423	)		1,392			(5,031	)		(11,147	)		293			(10,854	)		17,515			1,202			18,717			312,295			(6,256	)		306,039
Net earnings (loss) attributable to noncontrolling interests		(2,031	)		440			(1,591	)		(4,064	)		1,381			(2,683	)		5,512			444			5,956			(22,412	)		(1,139	)		(23,551	)
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		(4,392	)		952			(3,440	)		(7,083	)		(1,088	)		(8,171	)		12,003			758			12,761			334,707			(5,117	)		329,590
Change in foreign currency translation adjustment		(8,973	)		—			(8,973	)		(5,467	)		—			(5,467	)		(10,178	)		—			(10,178	)		(9,034	)		4,608			(4,426	)
Total other comprehensive income (loss), net of tax		(8,973	)		—			(8,973	)		(5,467	)		—			(5,467	)		(10,178	)		—			(10,178	)		(9,034	)		4,608			(4,426	)
Comprehensive income (loss)		(15,396	)		1,392			(14,004	)		(16,614	)		293			(16,321	)		7,337			1,202			8,539			303,261			(1,648	)		301,613
Comprehensive income (loss) attributable to noncontrolling interests		(4,866	)		212			(4,654	)		(6,057	)		1,334			(4,723	)		2,296			81			2,377			(25,792	)		605			(25,187	)
Comprehensive income (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		(10,530	)		1,180			(9,350	)		(10,557	)		(1,041	)		(11,598	)		5,041			1,121			6,162			329,053			(2,253	)		326,800
Net earnings (loss) per share / unit attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners
Basic earnings (loss) per share / unit		(0.03	)		—			(0.03	)		(0.06	)		—			(0.06	)		0.09			0.01			0.10			1.67			(0.04	)		1.63
Diluted earnings (loss) per share / unit		(0.03	)		—			(0.03	)		(0.06	)		—			(0.06	)		0.09			0.01			0.10			1.62			(0.03	)		1.59


Unaudited Condensed Consolidated Statements of Cash Flows	Six Months Ended June 30, 2022									Six Months Ended June 30, 2021
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Cash flows from operating activities:
Net Earnings	$	17,515		$	1,202		$	18,717		$	312,295		$	(6,256	)	$	306,039
Loss on extinguishment of long term debt		—			—			—			—			3,398			3,398
Deferred income tax		(3,275	)		(618	)		(3,893	)		(441,841	)		(1,285	)		(443,126	)
Net foreign exchange difference		(5,535	)		—			(5,535	)		(7,421	)		4,608			(2,813	)
Other, net		689			(584	)		105			3,875			(465	)		3,410
Accrued expenses and other current liabilities		(37,407	)		—			(37,407	)		(29,092	)		(2,534	)		(31,626	)
Net cash provided by (used in) operating activities		44,767			—			44,767			(31,439	)		(2,534	)		(33,973	)
Cash flows from financing activities:
Repayment of term loan		(2,875	)		—			(2,875	)		(206,096	)		2,534			(203,562	)
Net cash provided by (used in) financing activities		(9,069	)		—			(9,069	)		160,621			2,534			163,155


Unaudited Condensed Consolidated Balance Sheets	March 31, 2022									March 31, 2021
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Other noncurrent assets	$	20,142		$	638		$	20,780		$	4,267		$	863		$	5,130
Total assets		3,795,402			638			3,796,040			3,770,114			863			3,770,977
Deferred revenue		40,679			(355	)		40,324			33,370			(355	)		33,015
Accrued expenses and other current liabilities		114,129			—			114,129			142,652			2,533			145,185
Current portion of long-term debt, net		2,588			3,162			5,750			9,996			(2,121	)		7,875
Total current liabilities		166,232			2,807			169,039			201,065			57			201,122
Long-term debt, net		619,704			2,532			622,236			619,542			6,662			626,204
Payable to related parties pursuant to a tax receivable agreement		388,980			—			388,980			356,755			4,829			361,584
Total liabilities		1,286,257			5,339			1,291,596			1,295,908			11,548			1,307,456
Additional paid-in capital		1,598,567			1,645			1,600,212			2,259,381			93,934			2,353,315
Accumulated deficit		(36,461	)		(7,463	)		(43,924	)		(28,845	)		(3,334	)		(32,179	)
Accumulated other comprehensive income		79,805			(1,892	)		77,913			178,672			(97,673	)		80,999
Total Bumble Inc. shareholders’ / Buzz Holdings L.P. owners’ equity		1,643,207			(7,710	)		1,635,497			1,392,244			(7,073	)		1,385,171
Noncontrolling interests		865,938			3,009			868,947			1,081,962			(3,612	)		1,078,350
Total shareholders’ / owners’ equity		2,509,145			(4,701	)		2,504,444			2,474,206			(10,685	)		2,463,521
Total liabilities and shareholders’ / owners’ equity		3,795,402			638			3,796,040			3,770,114			863			3,770,977


Unaudited Condensed Consolidated Statements of Operations and Unaudited Condensed Consolidated Statements of Comprehensive Operations	Three Months Ended March 31, 2022									Three Months Ended March 31, 2021
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Revenue	$	211,199		$	(1,169	)	$	210,030		$	170,713		$	(1,410	)	$	169,303
Cost of revenue		56,781			(1,169	)		55,612			47,747			(1,410	)		46,337
Total operating costs and expenses		192,180			(1,169	)		191,011			283,109			(1,410	)		281,699
Interest income (expense)		(5,883	)		292			(5,591	)		(7,729	)		172			(7,557	)
Other income (expense), net		13,230			—			13,230			6,991			(8,006	)		(1,015	)
Income (loss) before income taxes		26,366			292			26,658			(113,134	)		(7,834	)		(120,968	)
Income tax benefit (provision)		(2,428	)		(482	)		(2,910	)		436,576			1,285			437,861
Net earnings (loss)		23,938			(190	)		23,748			323,442			(6,549	)		316,893
Net earnings (loss) attributable to noncontrolling interests		7,543			4			7,547			(18,348	)		(2,520	)		(20,868	)
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		16,395			(194	)		16,201			341,790			(4,029	)		337,761
Change in foreign currency translation adjustment		(1,205	)		—			(1,205	)		(3,567	)		4,608			1,041
Total other comprehensive income (loss), net of tax		(1,205	)		—			(1,205	)		(3,567	)		4,608			1,041
Comprehensive income (loss)		22,733			(190	)		22,543			319,875			(1,941	)		317,934
Comprehensive income (loss) attributable to noncontrolling interests		7,162			(131	)		7,031			(19,735	)		(729	)		(20,464	)
Comprehensive income (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		15,571			(59	)		15,512			339,610			(1,212	)		338,398
Net earnings (loss) per share / unit attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners
Basic earnings (loss) per share / unit		0.13			—			0.13			1.74			(0.04	)		1.70
Diluted earnings (loss) per share / unit		0.13			(0.01	)		0.12			1.69			(0.04	)		1.65


Unaudited Condensed Consolidated Statements of Cash Flows	Three Months Ended March 31, 2022									Three Months Ended March 31, 2021
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Cash flows from operating activities:
Net Earnings	$	23,938		$	(190	)	$	23,748		$	323,442		$	(6,549	)	$	316,893
Loss on extinguishment of long term debt		—			—			—			—			3,398			3,398
Deferred income tax		(2,961	)		482			(2,479	)		(441,682	)		(1,285	)		(442,967	)
Net foreign exchange difference		(5,705	)		—			(5,705	)		(2,307	)		4,608			2,301
Other, net		8,365			(292	)		8,073			2,787			(172	)		2,615
Net cash provided by (used in) operating activities		19,358			—			19,358			(45,582	)		—			(45,582	)


Unaudited Consolidated Balance Sheets	December 31, 2021									December 31, 2020
	As Previously Reported			Adjustment			As Revised			As Previously Reported		Adjustment			As Revised
Goodwill	$	1,540,112		$	—		$	1,540,112		$	1,540,915	$	(803	)	$	1,540,112
Deferred tax assets, net		19,090			482			19,572			—		104			104
Other noncurrent assets		9,319			694			10,013			3,319		919			4,238
Total assets		3,775,820			1,176			3,776,996			3,637,268		220			3,637,488
Deferred revenue		39,924			(355	)		39,569			31,269		(355	)		30,914
Current portion of long-term debt, net		2,588			3,162			5,750			5,338		3,162			8,500
Total current liabilities		173,163			2,807			175,970			241,334		2,807			244,141
Long-term debt, net		620,351			2,880			623,231			820,876		742			821,618
Deferred tax liabilities, net		—			—			—			428,087		586			428,673
Total liabilities		1,301,540			5,687			1,307,227			1,552,487		4,135			1,556,622
Additional paid-in capital		1,586,781			1,645			1,588,426			—		—			—
Accumulated deficit		(52,856	)		(7,269	)		(60,125	)		—		695			695
Accumulated other comprehensive income		80,629			(2,026	)		78,603			180,852		(4,608	)		176,244
Total Bumble Inc. shareholders’ / Buzz Holdings L.P. owners’ equity		1,615,846			(7,650	)		1,608,196			2,083,973		(3,913	)		2,080,060
Noncontrolling interests		858,434			3,139			861,573			808		(2	)		806
Total shareholders’ / owners’ equity		2,474,280			(4,511	)		2,469,769			2,084,781		(3,915	)		2,080,866
Total liabilities and shareholders’ / owners’ equity		3,775,820			1,176			3,776,996			3,637,268		220			3,637,488


Unaudited Consolidated Statements of Operations and Unaudited Consolidated Statements of Comprehensive Operations	Year Ended December 31, 2021									Period from January 29, through December 31, 2020
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Revenue	$	765,660		$	(4,750	)	$	760,910		$	542,192		$	(2,646	)	$	539,546
Cost of revenue		209,921			(4,750	)		205,171			146,629			(3,001	)		143,628
General and administrative expense		265,738			—			265,738			178,615			3,192			181,807
Total operating costs and expenses		900,343			(4,750	)		895,593			616,593			191			616,784
Operating earnings (loss)		(134,683	)		—			(134,683	)		(74,401	)		(2,837	)		(77,238	)
Interest income (expense)		(25,609	)		1,035			(24,574	)		(22,134	)		207			(21,927	)
Other income (expense), net		11,166			(8,006	)		3,160			(5,525	)		4,608			(917	)
Income (loss) before income taxes		(149,126	)		(6,971	)		(156,097	)		(102,060	)		1,978			(100,082	)
Income tax benefit (provision)		436,071			1,766			437,837			(8,126	)		(1,285	)		(9,411	)
Net earnings (loss)		286,945			(5,205	)		281,740			(110,186	)		693			(109,493	)
Net earnings (loss) attributable to noncontrolling interests		(30,834	)		2,759			(28,075	)		808			(2	)		806
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		317,779			(7,964	)		309,815			(110,994	)		695			(110,299	)
Change in foreign currency translation adjustment		(7,319	)		4,609			(2,710	)		180,852			(4,608	)		176,244
Total other comprehensive income (loss), net of tax		(7,319	)		4,609			(2,710	)		180,852			(4,608	)		176,244
Comprehensive income (loss)		279,626			(596	)		279,030			70,666			(3,915	)		66,751
Comprehensive income (loss) attributable to noncontrolling interests		(33,673	)		4,647			(29,026	)		808			(2	)		806
Comprehensive income (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		313,299			(5,243	)		308,056			69,858			(3,913	)		65,945
Net earnings (loss) per share / unit attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners
Basic earnings (loss) per share / unit		1.52			(0.02	)		1.50			(0.05	)		0.01			(0.04	)
Diluted earnings (loss) per share / unit		1.48			(0.03	)		1.45			(0.05	)		0.01			(0.04	)


Unaudited Consolidated Statements of Cash Flows	Year Ended December 31, 2021									Period from January 29, through December 31, 2020
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Cash flows from operating activities:
Net Earnings	$	286,945		$	(5,205	)	$	281,740		$	(110,186	)	$	693		$	(109,493	)
Loss on extinguishment of long term debt		—			3,398			3,398			—			—			—
Deferred income tax		(446,629	)		(1,766	)		(448,395	)		(789	)		1,285			496
Net foreign exchange difference		4,084			4,608			8,692			6,945			(4,608	)		2,337
Other, net		6,093			(1,035	)		5,058			3,604			(207	)		3,397
Deferred revenue		8,654			—			8,654			22,169			(355	)		21,814
Net cash provided by (used in) operating activities		104,837			—			104,837			56,261			(3,192	)		53,069
Cash flows from financing activities:
Debt issuance costs		—			—			—			(21,105	)		3,192			(17,913	)
Net cash provided by (used in) financing activities		151,486			—			151,486			2,866,236			3,192			2,869,428


Unaudited Condensed Consolidated Balance Sheets	September 30, 2021
	As Previously Reported			Adjustment			As Revised
Other noncurrent assets	$	4,238		$	750		$	4,988
Total assets		3,749,209			750			3,749,959
Deferred revenue		39,042			(355	)		38,687
Current portion of long-term debt, net		2,588			3,162			5,750
Total current liabilities		157,926			2,807			160,733
Long-term debt, net		620,998			3,220			624,218
Payable to related parties pursuant to a tax receivable agreement		381,152			4,829			385,981
Total liabilities		1,285,422			10,856			1,296,278
Additional paid-in capital		1,470,451			92,560			1,563,011
Accumulated deficit		(42,813	)		(4,870	)		(47,683	)
Accumulated other comprehensive income		173,229			(98,023	)		75,206
Total Bumble Inc. shareholders’ / Buzz Holdings L.P. owners’ equity		1,602,159			(10,333	)		1,591,826
Noncontrolling interests		861,628			227			861,855
Total shareholders’ / owners’ equity		2,463,787			(10,106	)		2,453,681
Total liabilities and shareholders’ / owners’ equity		3,749,209			750			3,749,959


Unaudited Condensed Consolidated Statements of Operations and Unaudited Condensed Consolidated Statements of Comprehensive Operations	Three Months Ended September 30, 2021									Nine Months Ended September 30, 2021
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Revenue	$	200,509		$	(1,362	)	$	199,147		$	557,439		$	(3,574	)	$	553,865
Cost of revenue		56,627			(1,362	)		55,265			155,171			(3,574	)		151,597
Total operating costs and expenses		208,711			(1,362	)		207,349			687,535			(3,574	)		683,961
Interest income (expense)		(5,962	)		286			(5,676	)		(19,612	)		751			(18,861	)
Other income (expense), net		3,773			—			3,773			15,495			(8,006	)		7,489
Income (loss) before income taxes		(10,391	)		286			(10,105	)		(134,213	)		(7,255	)		(141,468	)
Income tax benefit (provision)		(280	)		—			(280	)		435,837			1,285			437,122
Net earnings (loss)		(10,671	)		286			(10,385	)		301,624			(5,970	)		295,654
Net earnings (loss) attributable to noncontrolling interests		(3,786	)		734			(3,052	)		(26,198	)		(405	)		(26,603	)
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		(6,885	)		(448	)		(7,333	)		327,822			(5,565	)		322,257
Change in foreign currency translation adjustment		(2,878	)		—			(2,878	)		(11,912	)		4,608			(7,304	)
Total other comprehensive income (loss), net of tax		(2,878	)		—			(2,878	)		(11,912	)		4,608			(7,304	)
Comprehensive income (loss)		(13,549	)		286			(13,263	)		289,712			(1,362	)		288,350
Comprehensive income (loss) attributable to noncontrolling interests		(4,695	)		1,131			(3,564	)		(30,487	)		1,736			(28,751	)
Comprehensive income (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		(8,854	)		(845	)		(9,699	)		320,199			(3,098	)		317,101
Net earnings (loss) per share / unit attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners
Basic earnings (loss) per share / unit		(0.06	)		—			(0.06	)		1.60			(0.03	)		1.57
Diluted earnings (loss) per share / unit		(0.06	)		—			(0.06	)		1.56			(0.03	)		1.53


Unaudited Condensed Consolidated Statements of Cash Flows	Nine Months Ended September 30, 2021
	As Previously Reported			Adjustment			As Revised
Cash flows from operating activities:
Net Earnings	$	301,624		$	(5,970	)	$	295,654
Loss on extinguishment of long term debt		—			3,398			3,398
Deferred income tax		(441,811	)		(1,285	)		(443,096	)
Net foreign exchange difference		(6,865	)		4,608			(2,257	)
Other, net		4,478			(751	)		3,727
Accrued expenses and other current liabilities		(42,525	)		6,804			(35,721	)
Net cash provided by (used in) operating activities		13,453			6,804			20,257
Cash flows from financing activities:
Repayment of term loan		(207,534	)		2,534			(205,000	)
Withholding tax paid on behalf of employees on stock-based awards		—			(9,338	)		(9,338	)
Net cash provided by (used in) financing activities		159,728			(6,804	)		152,924

Note 4 - Income Taxes

The Company is subject to U.S. federal and state income taxes and files consolidated income tax returns for U.S. federal and certain state jurisdictions with respect to its allocable share of any net taxable income of Buzz Holdings L.P. For the three and nine months ended September 30, 2022, our effective tax rates are 5.8% and 11.3%, respectively, which differ from the U.S. federal statutory tax rate of 21% primarily due to the geographical distribution of our earnings, income attributable to non-controlling interests, nondeductible stock-based compensation, and a valuation allowance recorded against certain deferred tax assets arising in the current year.

Our effective tax rate for the nine months ended September 30, 2021 was 309.0% which includes the discrete impact of the Company’s restructuring activities that occurred on January 1, 2021. Deferred tax liabilities of $448.2 million recorded at Maltese and UK entities related to relevant intangible property were written off in the first quarter of 2021, offset by $6.7 million of deferred tax assets recorded in Malta for related tax basis in transferred intangible property resulting in a net income tax benefit of $441.5 million during the period. In addition, the tax benefit for the three and nine months ended September 30, 2021 reflects the impact of our assessment that we will not be able to record the benefit of certain current year deferred tax assets for which a valuation allowance is recorded.

Note 5 - Payable to Related Parties Pursuant to a Tax Receivable Agreement

We estimate the amount of existing tax basis with respect to which our pre-IPO owners will be entitled to receive payments under the tax receivable agreement (assuming all Pre-IPO Common Unitholders exchanged their Common Units for shares of Class A common stock on the date of the IPO, and assuming all vested Incentive Units were converted to Common Units and immediately exchanged for shares of Class A common stock at the IPO price of $43.00 per share of Class A common stock) is approximately $2,603 million which includes the Company's allocable share of existing tax basis acquired in the IPO, which we have determined to be approximately $1,728 million. In determining the Company's allocable share of existing tax basis acquired in the IPO, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO that were contemplated to have occurred pursuant to the Blocker Restructuring. The payments under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners.

We have determined that it is more likely than not that we will be unable to realize tax benefits related to certain basis adjustments and acquired net operating losses that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have not recorded the benefit of these deferred tax assets as of September 30, 2022. The realizability of the deferred tax assets is evaluated based on all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. We will assess the realizability of the deferred tax assets at each reporting period, and a change in our estimate of our liability associated with the tax receivable agreement may result as additional information becomes available, including results of operations in future periods. At the time of the Sponsor Acquisition, the assets and liabilities of Bumble Holdings were adjusted to fair value on the closing date of the business combination for both financial reporting and income tax purposes. As a result of the IPO transaction, we inherited certain tax benefits associated with this stepped-up basis (“Common Basis”) created when certain pre-IPO owners acquired their interests in Bumble Holdings in the Sponsor Acquisition. This Common Basis entitles us to the depreciation and amortization deductions previously allocable to the pre-IPO owners. Based on current projections, we anticipate having sufficient taxable income to be able to realize the benefit of this Common Basis and have recorded a tax receivable agreement liability of $389.0 million related to these benefits as of September 30, 2022. To the extent that we determine that we are able to realize the tax benefits associated with the basis adjustments and net operating losses, we would record an additional liability of $281.0 million for a total liability of $670.0 million. If, in the future, we are not able to utilize the Common Basis, we would record a reduction in the tax receivable agreement liability to related parties that would result in a benefit recorded within our consolidated statement of operations.

Note 6 - Business Combination

The Company entered into a definitive agreement to purchase all of the outstanding shares of Flashgap SAS (“Flashgap”), pursuant to a Share Purchase Agreement dated January 31, 2022 (“Purchase Agreement”), by and among Bumble, Flashgap, and the company’s

selling shareholders, for a purchase price of approximately $75.4 million. Flashgap (popularly known as Fruitz), is a fast growing dating app with a Gen Z focus, which is a growing segment of online dating consumers. Fruitz complements our existing Bumble and Badoo apps and will allow the Company to expand our product offerings to a dynamic Gen Z market. The acquisition of Fruitz was accounted for using the acquisition method of accounting which required that the assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date (based on Level 3 measurements). As detailed below, the Company entered into a contingent earn-out arrangement that was determined to be part of the purchase consideration. See Note 11, Fair Value Measurements for further discussion.

The following tables summarize the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed (in thousands):


Cash consideration	$	72,275
Fair value of contingent earn-out liability		3,100
Total purchase price	$	75,375


Purchase price allocation	$	75,375
Less fair value of net assets acquired:
Cash and cash equivalents		2,555
Accounts receivable		799
Other current assets		57
Property and equipment		17
Intangible assets		42,930
Deferred revenue		(650	)
Accounts payable		(1,045	)
Deferred tax liabilities		(10,819	)
Net assets acquired		33,844
Goodwill	$	41,531

Goodwill, which is not expected to be tax deductible, is primarily attributable to assembled workforce, expected synergies and other factors. During the three months ended June 30, 2022, the Company adjusted the purchase price allocation for tax related matters in the amount of $0.4 million. The Company did not adjust the purchase price allocation during the three months ended September 30, 2022.

The fair values of the identifiable intangible assets acquired at the date of acquisition are as follows (in thousands):


	Acquisition Date Fair Value		Weighted- Average Useful Life (Years)
Brand	$	38,000		15
Developed technology		4,100		4
User base		830		4
Total identifiable intangible assets acquired	$	42,930

The fair values of the acquired brand and developed technology were determined using a relief from royalty methodology. The fair value of the user base was determined using an excess earnings methodology. The valuations of intangible assets incorporates significant unobservable inputs and require significant judgment and estimates, including the amount and timing of future cash flows.

For the three and nine months ended September 30, 2022, the Company has recognized transaction costs related to the acquisition of $0.0 million and $1.1 million, respectively. These costs are recorded in “General and administrative expense” in the condensed consolidated statements of operations.

Note 7 - Property and Equipment, net

A summary of the Company’s property and equipment, net is as follows (in thousands):


	September 30, 2022			December 31, 2021
Computer equipment	$	22,553		$	21,675
Leasehold improvements		6,275			7,288
Furniture and fixtures		761			904
Total property and equipment, gross	$	29,589		$	29,867
Accumulated depreciation		(16,616	)		(15,240	)
Total property and equipment, net	$	12,973		$	14,627

Depreciation expense related to property and equipment, net for the three months ended September 30, 2022 and 2021 was $2.1 million and $2.3 million, respectively, and for the nine months ended September 30, 2022 and 2021 was $6.5 million and $7.0 million, respectively.

Note 8 - Goodwill and Intangible Assets, net

Goodwill

The changes in the carrying amount of goodwill for the periods presented is as follows (in thousands):


Balance as of December 31, 2021	$	1,540,112
Fruitz acquisition		41,531
Foreign currency translation adjustment		(5,377	)
Balance as of September 30, 2022	$	1,576,266

Intangible Assets, net

A summary of the Company’s intangible assets, net is as follows (in thousands):


	September 30, 2022
	Gross Carrying Amount		Accumulated Amortization			Impairment losses			Net Carrying Amount		Weighted- Average Remaining Useful Life (Years)
Bumble and Badoo brands	$	1,511,269	$	—		$	—		$	1,511,269	Indefinite
Fruitz brand		33,074		(1,470	)		—			31,604		14.3
Developed technology		248,381		(131,161	)		—			117,220		2.4
User base		113,417		(112,815	)		—			602		—
White label contracts		33,384		(6,953	)		(26,431	)		—		—
Other		15,645		(2,564	)		—			13,081		4.4
Total intangible assets, net	$	1,955,170	$	(254,963	)	$	(26,431	)	$	1,673,776


	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Impairment losses			Net Carrying Amount		Weighted- Average Remaining Useful Life (Years)
Bumble and Badoo brands	$	1,511,269	$	—		$	—		$	1,511,269	Indefinite
Developed technology		244,813		(93,845	)		—			150,968		3.1
User base		112,695		(86,399	)		—			26,296		0.6
White label contracts		33,384		(6,953	)		(26,431	)		—		—
Other		9,106		(841	)		—			8,265		5.3
Total intangible assets, net	$	1,911,267	$	(188,038	)	$	(26,431	)	$	1,696,798

Amortization expense related to intangible assets, net for the three months ended September 30, 2022 and 2021 was $17.7 million and $24.8 million, respectively, and for the nine months ended September 30, 2022 and 2021 was $67.3 million and $74.0 million, respectively.

As of September 30, 2022, amortization of intangible assets with definite lives is estimated to be as follows (in thousands):


Remainder of 2022	$	13,845
2023		55,378
2024		54,844
2025		8,553
2026 and thereafter		26,355
Total	$	158,975

Note 9 - Restructuring

On March 8, 2022, the Company announced that it adopted a restructuring plan to discontinue its existing operations in Russia and remove its apps from the Apple App Store and Google Play Store in Russia and Belarus. The Company plans to substantially exit its Russian operations by the end of 2022. In connection with the restructuring plan, approximately 120 employees were impacted. The Company expects to incur restructuring charges totaling approximately $7.0 million to $10.0 million, consisting primarily of right-of-use asset impairment, severance benefits, relocation and other related costs during the twelve months ended December 31, 2022.

The following table presents the total restructuring charges by function (in thousands):


	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Cost of revenue	$	(14	)	$	125
Selling and marketing		—			34
General and administrative		789			6,561
Product development		(163	)		1,053
Total	$	612		$	7,773

During the nine months ended September 30, 2022, the Company determined that the Moscow office was fully impaired and recorded an impairment charge of $4.4 million, which was included in “General and administrative” expense in the accompanying condensed consolidated statements of operations. Including the impairment charge, the Company incurred restructuring charges of $0.6 million and $7.8 million during the three and nine months ended September 30, 2022, respectively. The remaining amounts were primarily related to employee severance and relocation costs.

The following table summarizes the restructuring related liabilities (in thousands):


	Employee Related Benefits			Other			Total
Balance as of December 31, 2021	$	—		$	—		$	—
Restructuring charges		3,222			163			3,385
Cash payments		(2,588	)		(163	)		(2,751	)
Balance as of September 30, 2022	$	634		$	—		$	634

On October 28, 2022, the Company entered into a lease termination agreement for its Moscow office (“Lease Termination Agreement”). The Lease Termination Agreement provides that the Lease Agreement, dated as of December 28, 2011, will terminate effective October 31, 2022. As consideration for Landlord’s agreement to enter into the Lease Termination Agreement, the Company was required to pay approximately $1.8 million.

Note 10 - Other Financial Data

Consolidated Balance Sheets Information

Other current assets are comprised of the following balances (in thousands):


	September 30, 2022		December 31, 2021
Capitalized aggregator fees	$	10,451	$	8,183
Prepayments		14,189		10,989
Income tax receivable		284		30,563
Other receivables		5,460		3,016
Total other current assets	$	30,384	$	52,751

Accrued expenses and other current liabilities are comprised of the following balances (in thousands):


	September 30, 2022		December 31, 2021
Legal liabilities	$	1,340	$	8,767
Accrued expenses		53,889		39,849
Lease liabilities		5,037		3,898
Income tax payable		4,344		42,317
Other payables		13,867		16,651
Total accrued expenses and other current liabilities	$	78,477	$	111,482

Other non-current liabilities are comprised of the following balances (in thousands):


	September 30, 2022		December 31, 2021
Lease liabilities	$	18,516	$	21,711
Contingent earn-out liability		53,010		96,600
Other liabilities		762		935
Total other liabilities	$	72,288	$	119,246

Note 11 - Fair Value Measurements

The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):


	September 30, 2022
	Level 1		Level 2		Level 3		Total Fair Value Measurements
Assets:
Cash and cash equivalents	$	365,105	$	—	$	—	$	365,105
Derivative asset		—		23,411		—		23,411
Investments in equity securities		—		—		2,647		2,647
	$	365,105	$	23,411	$	2,647	$	391,163
Liabilities:
Contingent earn-out liability	$	—	$	—	$	53,010	$	53,010
	$	—	$	—	$	53,010	$	53,010


	December 31, 2021
	Level 1		Level 2		Level 3		Total Fair Value Measurements
Assets:
Cash and cash equivalents	$	369,175	$	—	$	—	$	369,175
Derivative asset		—		5,008		—		5,008
Investments in equity securities		—		—		2,610		2,610
	$	369,175	$	5,008	$	2,610	$	376,793
Liabilities:
Contingent earn-out liability	$	—	$	—	$	96,600	$	96,600
	$	—	$	—	$	96,600	$	96,600

There were no transfers between levels between September 30, 2022 and December 31, 2021.

The carrying value of accounts receivable, accounts payable, income tax payable, accrued expenses and other payables approximate their fair values due to the short-term maturities of these instruments.

The Company’s contingent earn-out liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) and totaled $53.0 million and $96.6 million as of September 30, 2022 and December 31, 2021, respectively. Contingent earn-out liability is included in “Other liabilities” in the accompanying condensed consolidated balance sheets.

As of September 30, 2022, there is a contingent consideration arrangement, consisting of an earn-out payment to former shareholders of Worldwide Vision Limited of up to $150 million. The Company determined the fair value of the contingent earn-out liability by using a probability-weighted analysis to determine the amount of the liability, and applying a discount rate that captures the risks associated with the duration of the obligation. The number of scenarios in the probability-weighted analyses vary; generally, more scenarios are prepared for longer duration and more complex arrangements. As of September 30, 2022 and December 31, 2021, the fair value of the contingent earn-out liability reflects a risk-free rate of 4.1% and 0.5%, respectively.

In addition, as of September 30, 2022, there is a contingent consideration arrangement, consisting of an earn-out payment of up to $10 million in connection with the acquisition of Fruitz in January 2022. The Company determined the fair value of the contingent earn-out liability using a probability-weighted analysis and applied a discount rate that captures the risks associated with the obligation that is long-term in nature. As of September 30, 2022, the fair value of the contingent earn-out liability reflects a risk-free rate of 4.1%.

The Company classified contingent earn-out arrangements as liabilities at the time of the acquisition, as they will be settled in cash, and remeasures the fair values of the contingent earn-out liabilities each reporting period thereafter until settled. The fair value of the contingent earn-out liabilities are sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. Changes in fair values of contingent earn-out liabilities are recognized in “General and administrative expense” in the accompanying condensed consolidated statements of operations. The change in fair value of the contingent earn-out liability was $(27.0) million and $5.2 million for the three months ended September 30, 2022 and 2021, respectively, and $(46.4) million and $77.7 million for the nine months ended September 30, 2022 and 2021, respectively.

Note 12 - Debt

Total debt is comprised of the following (in thousands):


	September 30, 2022		(As Revised) December 31, 2021
Term Loan due January 29, 2027	$	634,250	$	638,562
Less: unamortized debt issuance costs		8,261		9,581
Less: current portion of debt, net		5,750		5,750
Total long-term debt, net	$	620,239	$	623,231

Credit Agreements

On January 29, 2020, the Company and the wholly-owned subsidiaries, Buzz Bidco LLC, Buzz Merger Sub Limited, and Buzz Finco LLC (collectively, the “Borrowers”) entered into a credit agreement (the “Original Credit Agreement”). The Original Credit Agreement permitted the Company to borrow up to $625.0 million through a seven-year $575.0 million term loan (“Original Term Loan”), as well as a five-year revolving credit facility of $50.0 million and $25.0 million available through letters of credit. In connection with the Original Credit Agreement, the Company incurred and paid debt issuance costs of $16.3 million during the year ended December 31, 2020.

On October 19, 2020, the Company amended the Original Credit Agreement and entered into the First Amendment to the Credit Agreement (the “Amended Credit Agreement”), which provides for incremental borrowing of an aggregate principal amount of $275.0 million (the “Additional Term Loan”, collectively with the Original Term Loan, the “Term Loans”). The terms of the Amended Credit Agreement were unchanged from the Original Credit Agreement, and the sole purpose of the Amendment was to increase the principal available to the Company. In connection with the Amended Credit Agreement, the Company incurred and paid debt issuance costs of $4.8 million during the year ended December 31, 2020, of which approximately $1.6 million was capitalized as debt issuance costs.

On March 31, 2021, the Company used proceeds from the IPO to repay outstanding indebtedness on the Incremental Term Loan Facility in an aggregate principal amount of $200.0 million, which has prepaid our obligated principal repayments until maturity on the Incremental Term Loan and, as a result, has reduced our contractual obligations. In connection with the repayment, the Company recognized a $3.4 million loss on extinguishment of long-term debt.

Based on the calculation of the applicable consolidated total leverage ratio, the applicable margin for borrowings under the revolving credit facility is between 1.00% to 1.50% with respect to base rate borrowings and between 2.00% and 2.50% with respect to LIBOR rate borrowings. The interest rates in effect for the Original Term Loan and the Additional Term Loan as of September 30, 2022 were 5.27% and 5.77%, respectively. The Term Loans will mature on January 29, 2027 and principal amounts outstanding under the revolving credit facility will be due and payable in full at maturity on January 29, 2025. As of September 30, 2022, and at all times during the period, the Company was in compliance with the financial debt covenants.

As the loans are issued with a floating rate of interest, the Company believes that the fair value of the obligations is approximated by the principal amount of the loans as of September 30, 2022. The carrying value of the Term Loans includes the outstanding principal amount, less unamortized debt issuance costs. Therefore, the Company assumes the carrying value of the debt, before any transaction costs, would closely approximate the fair value of the loan obligation with the assumptions above.

Future maturities of long-term debt as of September 30, 2022, were as follows (in thousands):


Remainder of 2022	$	1,437
2023		5,750
2024		5,750
2025		5,750
2026 and thereafter		615,563
Total	$	634,250

Note 13 - Shareholders' Equity

Equity Structure Prior to Initial Public Offering and Reorganization

Limited Partner’s Interest

On January 29, 2020, Bumble Holdings, and the wholly owned indirect subsidiary, Buzz Merger Sub Limited, executed the Merger Agreement with Worldwide Vision Limited whereby Bumble Holdings agreed to purchase all of the outstanding equity interest of Worldwide Vision Limited. In conjunction with the Sponsor Acquisition, the equity that was in existence in the Predecessor periods was settled and no longer outstanding subsequent to January 29, 2020.

Prior to the IPO, Limited Partners' Interest was inclusive of Capital Contribution from the Parent, Additional Paid-in Capital, and Retained Earnings. The capital structure of Bumble Holdings consisted of two different classes of limited partnership interests, Class A and Class B units. Class A units were issued and held by Blackstone, an affiliate of Accel Partners LP., our Founder, and certain members of senior management in exchange for capital contributions (“Class A Units”). Class B units were issued to senior management, select members of the Company's board of directors (the “Board”) and select employees of Bumble Holdings and represent profit interests of Bumble Holdings which vest subject to certain service and performance conditions.

As of December 31, 2020, there were 2,453,784,599 units of Class A and 153,273,895 units of Class B outstanding.

Noncontrolling Interests

Prior to the IPO, the Company’s noncontrolling interests represented a reserve for minority interests’ share of accumulated profits and losses of Huggle App (UK) Limited and Lumen App Limited and pre-Sponsor Acquisition, Bumble Holding Limited and its subsidiaries.

Initial Public Offering

On February 16, 2021, the Company completed its IPO of 57.5 million shares of Class A common stock at an offering price of $43 per share. The Company received net proceeds of $2,361.2 million after deducting underwriting discounts and commissions. The Company used the proceeds from the issuance of 48.5 million shares ($1,991.6 million) in the IPO to redeem shares of Class A common stock and purchase Common Units from entities affiliated with our Sponsor, at a price per share / Common Unit equal to the IPO price, net of underwriting discounts and commissions. The Company used a portion of the proceeds from the issuance of 9.0 million shares ($369.6 million) in the IPO to repay $200.0 million of outstanding indebtedness.

Secondary Offering

On September 15, 2021, the Company completed a secondary offering of 20.7 million shares of Class A common stock on behalf of certain selling stockholders affiliated with Blackstone Inc. (the "Selling Stockholders") at a price of $54.00 per share. This transaction resulted in the issuance of 9.2 million shares of Class A common stock for the period ended September 30, 2021.

Reorganization

Prior to the IPO, on February 10, 2021 the limited partnership agreement of Bumble Holdings was amended and restated, resulting in the following:

•

Bumble Inc. became the general partner of Bumble Holdings with 100% of the voting power and control of the management of Bumble Holdings.

•

All outstanding Class A Units were either (1) reclassified into a new class of limited partnership interest referred to as “Common Units”, or (2) directly or indirectly exchanged for vested shares of Class A common stock of Bumble Inc.

•

All outstanding Class B Units were either (1) reclassified into a new class of limited partnership interest referred to as “Incentive Units”, or (2) directly or indirectly exchanged for vested shares of Class A common stock of Bumble Inc. (in the case of vested Class B Units) and restricted shares of Class A common stock of Bumble Inc. (in the case of unvested Class B Units).

•

Recognition of a noncontrolling interest due to the Pre-IPO Common Unitholders retaining an economic interest in Bumble Holdings related to Common Units not exchanged for vested shares of Class A common stock.

As part of the Reorganization Transactions, the Blocker Companies entered into certain restructuring transactions that resulted in the Pre-IPO Shareholders acquiring newly issued shares of Class A common stock in exchange for their ownership interests in the Blocker Companies and the Company acquiring an equal number of outstanding Common Units.

Additionally, Bumble Inc. and the holders of all Common Units entered into an exchange agreement in which the holders of the Common Units will have the right on a quarterly basis to exchange their Common Units for shares of Class A common stock of the Company on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

Subsequent to the Reorganization Transactions, our Sponsor effected certain exchanges of Common Units for Class A shares that were contemplated to have occurred pursuant to the Blocker Restructuring, with the net change to the capital structure being 4,455,510 Common Units in Bumble Holdings being exchanged on April 1, 2021, on a one-for-one basis, for Class A common stock in the Company. We gave retrospective effect to these transactions when estimating our tax receivable agreement liability, see Note 4, Income Taxes.

Amendment and Restatement of Certificate of Incorporation

The Company’s amended and restated certificate of incorporation has three classes of ownership interests: 6,000,000,000 shares of Class A common stock, par value $0.01 per share, 1,000,000 shares of Class B common stock, par value $0.01 per share, and 600,000,000 shares of preferred stock, par value $0.01 per share.

Class A Common Stock

Shares of Class A common stock have both voting and economic rights. Holders of Class A common stock are entitled to one vote for each share of Class A common stock held. Notwithstanding the foregoing, unless they elect otherwise, our Founder and affiliates of Blackstone (collectively, the “Principal Stockholders”) are entitled to outsized voting rights. Until the High Vote Termination Date (as defined below), each share of Class A common stock held by a Principal Stockholder is entitled to ten votes. “High Vote Termination Date” means the earlier to occur of (i) seven years from the closing of this offering and (ii) the date the parties to the stockholders agreement cease to own in the aggregate 7.5% of the outstanding shares of Class A common stock, assuming exchange of all Common Units. Shares of Class A common stock are entitled to dividends and pro rata distribution of remaining available assets upon liquidation. Shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.

As of September 30, 2022 and December 31, 2021, there were 129,645,692 and 129,212,949 shares of Class A common stock outstanding, respectively.

Class B Common Stock

Shares of Class B common stock have voting but no economic rights. Holders of Class B common stock generally are entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each Common Unit of Bumble Holdings held by such holder. Notwithstanding the foregoing, unless they elect otherwise, each Principal Stockholder that holds Class B common stock is entitled to outsized voting rights. Until the High Vote Termination Date, each Principal Stockholder that holds Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units of Bumble Holdings held by such Principal Stockholder. Shares of Class B common stock do not have any right to receive dividends or distribution upon liquidation.

As of September 30, 2022 and December 31, 2021, there were 20 shares of Class B common stock outstanding.

Preferred Stock

The Company is authorized to issue, without the approval of its stockholders, one or more series of preferred stock. The Board may determine, with respect to any series of preferred stock, the powers (including voting powers), preferences and relative, participating, optional or other special rights.

As of September 30, 2022 and December 31, 2021, no preferred stock had been issued.

Treasury Stock

During the three months ended March 31, 2021, the Company used a portion of the proceeds from the issuance of 48.5 million shares in the IPO to redeem shares of Class A common stock from the pre-IPO owners. Repurchases of the Company's common stock are included in treasury stock at the cost of shares repurchased.

During the nine months ended September 30, 2021, the Company retired and restored the treasury stock to the status of authorized, but unissued, shares of Class A Common Stock.

Noncontrolling Interests

The Company’s noncontrolling interests represent a reserve related to the Common Units held by the pre-IPO Common Unitholders and the Common Units to which continuing incentive unitholders would be entitled to following exchange of their Vested Incentive Units.

Note 14 - Earnings (Loss) per Share / Unit

The Company computes earnings per share (“EPS”) of Class A common stock using the two-class method required for participating securities. The Company considers unvested restricted shares and vested RSUs to be participating securities because holders are entitled to be credited with dividend equivalent payments, upon the payment by the Company of dividends on shares of Common Stock.

Undistributed earnings allocated to participating securities are subtracted from net earnings (loss) attributable to Bumble Inc. in determining net earnings (loss) attributable to common stockholders. Basic EPS is computed by dividing net earnings (loss) attributable to common stockholders / unitholders by the weighted-average number of shares of our Class A Common Stock / Units outstanding.

For the calculation of diluted EPS, net earnings (loss) attributable to common stockholders / unitholders for basic EPS is adjusted by the effect of dilutive securities.

Diluted EPS attributable to common stockholders / unitholders is computed by dividing the resulting net earnings (loss) attributable to common stockholders / unitholders by the weighted-average number of common shares / units outstanding, adjusted to give effect to dilutive elements including restricted shares, RSUs, and options to the extent these are dilutive.

The following table sets forth a reconciliation of the numerators used to compute the Company's basic and diluted earnings (loss) per share / unit (in thousands):


	Three Months Ended September 30, 2022		(As Revised) Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022		(As Revised) Nine Months Ended September 30, 2021
Numerator:
Net earnings (loss)	$	26,405	$	(10,385	)	$	45,122	$	295,654
Net earnings (loss) attributable to noncontrolling interests		8,342		(3,052	)		14,298		(26,603	)
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners	$	18,063	$	(7,333	)	$	30,824	$	322,257

The following table sets forth the computation of the Company's basic and diluted earnings (loss) per share / unit (in thousands, except share / unit amounts, and per share / unit amounts, unaudited):


	Three Months Ended September 30, 2022		(As Revised) Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022		(As Revised) Nine Months Ended September 30, 2021
Basic earnings (loss) per share / unit attributable to common stockholders / unitholders
Numerator
Allocation of net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners	$	18,042	$	(6,711	)	$	30,855	$	187,381
Less: net earnings (loss) attributable to participating securities		18		—			33		517
Net earnings (loss) attributable to common stockholders / unitholders	$	18,024	$	(6,711	)	$	30,822	$	186,864
Denominator
Weighted average number of shares of Class A common stock / units outstanding		129,464,491		121,234,122			129,366,351		118,860,555
Basic earnings (loss) per share / unit attributable to common stockholders / unitholders	$	0.14	$	(0.06	)	$	0.24	$	1.57

Diluted earnings (loss) per share / unit attributable to common stockholders / unitholders
Numerator
Allocation of net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners	$	17,628	$	(6,711	)	$	30,362	$	182,620
Increase in net earnings (loss) attributable to common shareholders upon conversion of potentially dilutive Common Units		8,777		—			14,760		113,034
Less: net earnings (loss) attributable to participating securities		18		—			33		504
Net earnings (loss) attributable to common stockholders / unitholders	$	26,387	$	(6,711	)	$	45,089	$	295,150
Denominator
Number of shares / units used in basic computation		129,464,491		121,234,122			129,366,351		118,860,555
Add: weighted-average effect of dilutive securities
Restricted shares		—		—			—		—
RSUs		1,597,664		—			988,602		1,056,484
Options		—		—			—		7,425
Common Units to Convert to Class A Common Stock		62,924,260		—			61,968,587		72,672,843
Weighted average shares of Class A common stock / units outstanding used to calculate diluted earnings (loss) per share / unit		193,986,415		121,234,122			192,323,540		192,597,307
Diluted earnings (loss) per share / unit attributable to common stockholders / unitholders	$	0.14	$	(0.06	)	$	0.23	$	1.53

The following table sets forth potentially dilutive securities that were excluded from the diluted earnings (loss) per share computation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:


	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Time-vesting awards:
Options		2,698,372		1,869,375		2,698,372		1,916,881
Restricted shares		—		121,187		—		—
RSUs		92,173		2,566,865		481,978		6,330
Incentive units		266,723		5,260,645		344,648		121,372
Total time-vesting awards		3,057,268		9,818,072		3,524,998		2,044,583

Exit-vesting awards:
Options		164,362		222,424		164,362		222,424
Restricted shares		—		97,387		—		—
RSUs		208,007		1,248,057		208,007		1,248,057
Incentive units		300,732		4,324,868		372,819		4,324,868
Total exit-vesting awards		673,101		5,892,736		745,188		5,795,349
Total		3,730,369		15,710,808		4,270,186		7,839,932

Note 15 - Stock-based Compensation

Total stock-based compensation cost, net of forfeitures, was as follows:



(In thousands)	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Cost of revenue	$	807	$	808	$	2,726	$	3,019
Selling and marketing expense		3,779		2,545		4,547		10,186
General and administrative expense		23,080		11,287		45,627		49,155
Product development expense		9,509		9,123		24,279		37,142
Total stock-based compensation expense	$	37,175	$	23,763	$	77,179	$	99,502

Plans

Prior to the IPO, Bumble Holdings had three active plans under which awards had been granted to various employees of the Company, including key management personnel, based on their management grade.

In connection with the Sponsor Acquisition, Bumble Holdings and Buzz Management Aggregator L.P., an interest holder in Bumble Holdings, adopted two new incentive plans for the employees’ performance and retention purposes, namely the Employee Incentive Plan (“Non-U.S. Plan”) and the Equity Incentive Plan (“U.S. Plan”). The participants of the Non-U.S. Plan and U.S. Plan are selected employees of the Company and the subsidiaries. Bumble Holdings and Buzz Management Aggregator L.P. also adopted one incentive plan for Whitney Wolfe Herd (the “Founder Plan”). Awards granted under the Founder Plan and U.S. Plan were in the form of Class B Units in Bumble Holdings and Class B Units in Buzz Management Aggregator L.P, respectively (collectively, the “Class B Units”). Under the Non-U.S. Plan, participants have received phantom awards of Class B Units in Buzz Management Aggregator L.P. (the “Phantom Class B Units”) that are settled in cash equal to the notional value of the Buzz Management Aggregator Class B Units at the settlement date.

The Class B Units under the Founder Plan and U.S. Plan and the Phantom Class B Units under the Non-U.S. Plan comprise:

●

Time-Vesting Class B Units and Time-Vesting Phantom Class B Units (60% of the Class B Units and Phantom Class B Units granted) that generally vest over a five-year service period and for which expense is recognized under a graded expense attribution model; and

●

Exit-Vesting Class B Units and Exit-Vesting Phantom Class B Units (40% of the Class B Units and Phantom Class B Units granted). Vesting for these awards is based on a liquidity event in which affiliates of Blackstone receive cash proceeds in respect of its Class A units in the Company prior to the termination of the participant. Further, the portion of the Exit-Vesting Class B Units and Exit-Vesting Phantom Class B Units that vest is based on certain Multiple on Invested Capital (“MOIC”) and Internal Rate of Return (“IRR”) hurdles associated with a liquidity event. The MOIC and IRR

hurdles impact the fair value of the awards. As the vesting of these units is contingent upon a specified liquidity event, no expense was required to be recorded prior to the occurrence of a liquidity event.

Time-Vesting Class B Units and Exit-Vesting Class B Units

Expense for the Time-Vesting Class B Units and Exit-Vesting Class B Units was based on the grant date fair value of the Class B Units. The grant date fair value was measured using a Monte Carlo model, which incorporates various assumptions noted in the following table. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the observed equity volatility for comparable companies. The expected time to liquidity event was based on management’s estimate of time to an expected liquidity event. The dividend yield was based on the Company’s expected dividend rate. The risk-free interest rate was based on U.S. Treasury zero-coupon issues. Forfeitures were accounted for as they occurred.

The weighted-average assumptions the Company used in the Monte Carlo model for 2020 are as follows:


Dividend yield	—
Expected volatility	58	%
Risk-free interest rate	0.86	%
Expected time to liquidity event (years)	4.7

Post-IPO Award Reclassification

In connection with the Company’s IPO, awards under the Founder Plan, U.S. Plan, and Non-U.S. Plan were reclassified as follows:

●

The Time-Vesting and Exit-Vesting Class B Units in Bumble Holdings under the Founder Plan and granted to senior management under the U.S. Plan were reclassified to vested Incentive Units (in the case of Vested Class B Units) and unvested Incentive Units (in the case of unvested Class B Units) in Bumble Holdings.

●

The Time-Vesting and Exit-Vesting Class B Units in Bumble Holdings (other than those granted to senior management) were reclassified to Class A common stock (in the case of vested Class B Units) and restricted shares of Class A common stock (in the case of unvested Class B Units) in the Company.

●

In each of the above reclassifications, the Post-IPO awards retained the same terms and conditions (including applicable vesting requirements). Each Post-IPO award was converted to reflect the $43.00 share price contemplated in the Company’s IPO while retaining the same economic value in the Company.

At the IPO date, the Company concluded that our public offering represented a qualifying liquidity event that would cause the Exit-Vesting awards’ performance conditions to be probable. As such, the Company has begun to recognize stock-based compensation expense in relation to the Exit-Vesting awards.

On July 15, 2022, the Exit-Vesting awards granted to 386 participants were modified to also provide for time-based vesting in 36 equal installments, with the first installment vesting on August 29, 2022 and subsequent installments vesting on each of the next 35 monthly anniversaries of August 29, 2022, subject to the award holder's continued employment through each applicable vesting date and subject to other terms and conditions of the award. Incremental expense associated with the modification of the Exit-Vesting awards was $35.8 million, which is expected to be recognized over a period of 3.0 years. If the performance conditions are met prior to their respective time-vesting schedules, vesting of these Exit-Vesting awards and the associated stock-based compensation will be accelerated pursuant to the terms of the award agreements.

Incremental expense for the modified Exit-Vesting awards was based on the modification date fair value of modified Exit-Vesting Awards. The modification date fair value was measured using a Monte Carlo model, which incorporates various assumptions noted in the following table. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the observed equity volatility for comparable companies. The expected time to liquidity event was based on management’s estimate of time to an expected liquidity event. The dividend yield was based on the Company’s expected dividend rate. The risk-free interest rate was based on U.S. Treasury zero-coupon issues. Forfeitures are accounted for as they occur.

The weighted-average assumptions the Company used in the Monte Carlo model for the modified Exit-Vesting awards are as follows:


Dividend yield		—
Expected volatility		60	%
Risk-free interest rate	2.1% to 3.1%
Expected time to liquidity event (years)		1.0

Compensation cost related to the Exit-Vesting awards for the three months ended September 30, 2022 and 2021 was $16.0 million and $3.6 million, respectively, and $19.5 million and $22.7 million, respectively, for the nine months ended September 30, 2022 and 2021.

2021 Omnibus Plan

In connection with the IPO, the Company adopted the 2021 Omnibus Plan, which became effective on the date immediately prior to the effective date of the IPO. The 2021 Omnibus Plan provides the Company with flexibility to use various equity-based incentive awards as compensation tools to motivate and retain the Company’s workforce. The Company has initially reserved 30,000,000 shares of our common stock for the issuance of awards under the 2021 Omnibus Plan.

The fair value of Time-Vesting awards granted or modified at the time of the IPO was determined using the Black-Scholes option pricing model with the following assumptions:


Volatility	55%-60%
Expected Life	0.5 - 7.4 years
Risk-free rate	0.1%-0.8%
Fair value per unit	$43.00
Dividend yield		0.0	%
Discount for lack of marketability(1)	15% - 25%

The fair value of Exit-Vesting awards granted or modified at the time of the IPO was determined using a Monte Carlo simulation approach in an option pricing framework, where the common stock price of the Company was evolved using a Geometric Brownian Motion over a period from the Valuation Date to the date of Management's expected exit date - a date at which MOIC and IRR realized by the Sponsor can be calculated ("Sponsor Exit"), with the following assumptions:


Volatility		55	%
Expected Life	1.8 years
Risk-free rate		0.1	%
Fair value per unit	$43.00
Dividend yield		0.0	%
Discount for lack of marketability(1)		15	%

(1) Discount for lack of marketability for Time-Vesting awards and Exit-Vesting awards is only applicable for Incentive Units granted in Bumble Holdings at the time of the IPO.

The fair value of Time-Vesting Options granted during the nine months ended September 30, 2022 was determined using the Black-Scholes option pricing model with the following assumptions:


Volatility	60%-70%
Expected Life	7.0 years
Risk-free rate	1.74% - 2.95%
Fair value per unit	$15.36 - $17.66
Dividend yield		0.0	%

Incentive Units in Bumble Holdings:

The following table summarizes information around Incentive Units in Bumble Holdings. These include grants of Class B Units that were reclassified into Incentive Units as described above, as well as Incentive Units issued to new recipients. The Incentive Units received as a result of the reclassification of Class B Units retain the vesting attributes (including original service period vesting start date) of the Class B Units. The Company did not recognize any incremental fair value due to the reclassification of awards as the fair value per award was the same immediately prior to and after the Reclassification. The newly granted Incentive Units contain the same vesting attributes as Incentive Units granted as a result of the Reclassification.



	Time-Vesting Incentive Units					Exit-Vesting Incentive Units
	Number of Awards			Weighted- Average Participation Threshold		Number of Awards			Weighted- Average Participation Threshold
Unvested as of December 31, 2021		5,170,731		$	14.22		4,324,868		$	13.81
Granted		—			—		—			—
Vested		(1,223,569	)		13.30		(240,255	)		13.81
Forfeited		—			—		—			—
Unvested as of September 30, 2022		3,947,162		$	14.46		4,084,613		$	13.81

As of September 30, 2022, total unrecognized compensation cost related to the Time-Vesting Incentive Units is $12.5 million, which is expected to be recognized over a weighted-average period of 2.6 years. Total unrecognized compensation cost related to the Exit-Vesting Incentive Units is $30.2 million, which is expected to be recognized over a weighted average period of 2.8 years.

Restricted Shares of Class A Common Stock in Bumble Inc.:

The following table summarizes information around restricted shares in the Company. The restricted shares granted as a result of the reclassification of Class B Units retain the vesting attributes (including original service period vesting start date) of the Class B Units. The Company did not recognize any incremental fair value due to the reclassification of awards as the fair value per award was the same immediately prior to and after the Reclassification.



	Time-Vesting Restricted Shares of Class A Common Stock					Exit-Vesting Restricted Shares of Class A Common Stock
	Number of Awards			Weighted- Average Grant-Date Fair Value		Number of Awards			Weighted- Average Grant-Date Fair Value
Unvested as of December 31, 2021		98,717		$	7.26		82,211		$	15.41
Granted		—			—		—			—
Vested		(24,518	)		7.23		(3,641	)		17.48
Forfeited		(13,824	)		7.25		(15,164	)		6.31
Unvested as of September 30, 2022		60,375		$	7.27		63,406		$	17.46

As of September 30, 2022, total unrecognized compensation cost related to the Time-Vesting restricted shares is $0.2 million, which is expected to be recognized over a weighted-average period of 2.4 years. Total unrecognized compensation cost related to the Exit-Vesting restricted shares is $0.8 million, which is expected to be recognized over a weighted average period of 2.8 years.

RSUs in Bumble Inc.:

The following table summarizes information around RSUs in the Company. These include grants of Phantom Class B Units that were reclassified into RSUs in conjunction with the IPO, as well as Promised RSUs issued to new recipients. The RSUs granted as a result of the reclassification of Phantom Class B Units retain the vesting attributes (including original service period vesting start date) of the Phantom Class B Units. As the Phantom Class B Units were legally settled in cash and the RSUs will be settled with equity, this represents a liability-to-equity modification. The Company reclassified any outstanding liabilities to equity and recognized expense in accordance with the appropriate pattern using the modification date fair value.

Time-Vesting RSUs that were granted as a result of the Reclassification generally vest in equal annual installments over a five year period, whereas Time-Vesting RSUs that were granted at the time of the Company’s IPO generally vest in equal annual installments over a four year period. Time-Vesting RSUs that have been granted since the Company’s IPO generally vest 25% on the first anniversary of the date of grant, or other vesting commencement date, and the remaining 75% of the award vests in equal installments on each monthly anniversary thereafter such that the award will be fully vested on the fourth anniversary of the date of grant, or other vesting commencement date. Exit-Vesting RSUs that were granted as a result of the Reclassification contain similar vesting requirements to the previously Exit-Vesting Phantom Class B Units.



	Time-Vesting RSUs					Exit-Vesting RSUs
	Number of Awards			Weighted- Average Grant-Date Fair Value		Number of Awards			Weighted- Average Grant-Date Fair Value
Unvested as of December 31, 2021		2,803,943		$	45.36		1,217,151		$	38.13
Granted		3,062,478			27.49		—			—
Vested		(626,424	)		45.90		(49,752	)		40.26
Forfeited		(783,351	)		39.06		(324,398	)		32.29
Unvested as of September 30, 2022		4,456,646		$	34.11		843,001		$	40.25

As of September 30, 2022, total unrecognized compensation cost related to the Time-Vesting RSUs is $80.9 million, which is expected to be recognized over a weighted-average period of 3.1 years. Total unrecognized compensation cost related to the Exit-Vesting RSUs is $17.9 million, which is expected to be recognized over a weighted average period of 2.8 years.

Options

Under the 2021 Omnibus Plan, the Company has granted certain stock options with the underlying equity being shares of the Company’s Class A common stock. These stock options are inclusive of both Time-Vesting stock options and Exit-Vesting stock options. Time-Vesting stock options either vest over a four or a five year period, and weighted-average remaining contractual term has been specified in the table below. Exit-Vesting stock options vest upon satisfaction of a performance condition under which Blackstone and its affiliates receive cash proceeds in respect of certain MOIC and IRR hurdles, subject to the recipient’s continued employment at the time of satisfaction. At the IPO date, the Company concluded that our public offering represented a qualifying liquidity event that would cause the Exit-Vesting options’ performance conditions to be probable of occurring.

The following table summarizes the Company’s option activity as it relates to Time-Vesting stock options as of September 30, 2022:


	September 30, 2022
	Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2021		2,038,016		$	43.76	$	22.96
Granted		1,198,321			27.06		17.17
Exercised		—			—		—
Forfeited and expired		(537,965	)		38.49		20.78
Outstanding as of September 30, 2022		2,698,372		$	37.40	$	20.88
Exercisable as of September 30, 2022		398,254		$	43.00	$	22.22

The following table summarizes the Company’s option activity as it relates to Exit-Vesting stock options as of September 30, 2022:


	September 30, 2022
	Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2021		222,424		$	43.00	$	19.58
Granted		—			—		—
Exercised		—			—		—
Forfeited		(58,062	)		43.00		22.18
Outstanding as of September 30, 2022		164,362		$	43.00	$	18.66
Exercisable as of September 30, 2022		9,125		$	43.00	$	18.69

Total unrecognized compensation cost related to the Time-Vesting options is $23.9 million, which is expected to be recognized over a weighted-average period of 2.9 years. Total unrecognized compensation cost related to the Exit-Vesting options is $1.2 million, which is expected to be recognized over a weighted-average period of 2.8 years.

Options have a maximum contractual term of 10 years. The aggregate intrinsic value – assuming all options are expected to vest – and weighted average remaining contractual terms of Time-Vesting and Exit-Vesting options outstanding and options exercisable were as follows as of September 30, 2022.


Aggregate intrinsic value
Time-Vesting options outstanding		—
Time Vesting options exercisable		—
Exit-Vesting options outstanding		—
Exit-Vesting options exercisable		—
Weighted-average remaining contractual term (in years)
Time-Vesting options outstanding		8.8
Time Vesting options exercisable		8.1
Exit-Vesting options outstanding		8.4
Exit-Vesting options exercisable	8.4

The market price as of September 30, 2022 exceeded the weighted average exercise price, and as such, resulted in the aggregate intrinsic value to be negative for all of the Company’s stock options (referred to as “out-of-the money”).

Note 16 - Related Party Transactions

In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below.



Related Party relationship	Type of Transaction	Financial Statement Line	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Other	Marketing costs	Selling and marketing expense	$	836	$	996	$	2,362	$	2,447
Other	Moderator costs	Cost of revenue		566		—		1,120		—
Other	Advertising revenue	Revenue		143		—		400		—
Company owned by a Director	Loans repaid by Whitney Wolfe Herd	Limited Partners’ interest		—		95,465		—		95,465



Related Party relationship	Type of Transaction	Financial Statement Line	September 30, 2022		December 31, 2021
Parent Company of the Predecessor	Loan granted - current	Payable to related parties pursuant to a tax receivable agreement	$	388,980	$	388,780

Founder Loan

On January 29, 2020, the Company recognized a $119.0 million loan to an entity controlled by the Founder, which was recorded as a reduction of “Limited Partners’ interest” in the consolidated balance sheets. In connection with the dividends paid, the Company’s Founder repaid $25.6 million of the loan (the "Founder Loan"), which was recorded as an increase to Limited Partners’ Interest. As of December 31, 2020, $93.4 million remained outstanding.

On January 14, 2021, our Founder settled the outstanding balance of the loan plus accrued interest for a total of $95.5 million when Bumble Holdings distributed the loan in redemption of 63,643,425 Class A units held by Beehive Holdings III, LP with a hypothetical fair value equal to $95.5 million (such Class A units, the “Loan Settlement Units”). Since the value of the Loan Settlement Units redeemed by Bumble Holdings, determined using the volume-weighted average price of the Class A Common Stock on Nasdaq during the regular trading session as reported by Bloomberg L.P. for the 30-day period beginning on February 16, 2021 (the “Applicable VWAP”) exceeded the implied value of the Loan Settlement Units on the settlement date for purposes of repaying the loan, Bumble Holdings delivered to Beehive Holdings III, LP 3,252,056 Common Units which are exchangeable for shares of Class A common stock having a value based on the Applicable VWAP equal to such excess amount. The settlement of the Founder loan was recorded as an equity transaction with no net impact to the accompanying condensed consolidated balance sheet.

Underwriting of IPO

Blackstone Securities Partners L.P., an affiliate of Blackstone, underwrote 4.1 million of the 57.5 million shares of Class A common stock offered to the market in the IPO, with underwriting discounts and commissions of $1.935 per share paid by the Company.

Redemption of Class A Common Stock and Purchase Common Units in Connection with the IPO

The Company used the proceeds from the issuance of 48.5 million shares ($1,991.6 million) in the IPO to redeem shares of Class A common stock and purchase Common Units from our Sponsor, at a price per share / Common Unit equal to the IPO price, net of underwriting discounts and commissions.

Payable to related parties pursuant to a tax receivable agreement

Concurrent with the completion of the IPO, the Company entered into a tax receivable agreement with pre-IPO owners including our Founder, our Sponsor, an affiliate of Accel Partners LP and management and other equity holders (see Note 5).

Other

The Company recognizes advertising revenues and incurs marketing expenses from Liftoff Mobile Inc. ("Liftoff"), a company in which Blackstone affiliated funds hold a controlling interest. The Company uses TaskUs Inc. ("TaskUs"), a company in which Blackstone affiliated funds holds more than 20% of ownership interest, for moderator services.

Note 17 - Segment and Geographic Information

The Company operates as a single operating segment. The Company’s chief operating decision maker is the CEO, who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about the Company’s revenue, for purposes of making operating decisions, assessing financial performance and allocating resources.

Revenue by major geographic region is based upon the location of the customers who receive the Company’s services. The information below summarizes revenue by geographic area, based on customer location (in thousands):



	Three Months Ended September 30, 2022		(As Revised) Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		(As Revised) Nine Months Ended September 30, 2021
North America(1)	$	141,808	$	117,007	$	400,177	$	318,885
Rest of the world		90,831		82,140		261,698		234,980
Total	$	232,639	$	199,147	$	661,875	$	553,865

(1) North America revenue includes revenue from the United States and Canada.

The United States is the only country with revenues of 10% or more of the Company’s total revenue for the three and nine months ended September 30, 2022 and 2021.

The information below summarizes property and equipment, net by geographic area (in thousands):


	September 30, 2022		December 31, 2021
United Kingdom	$	5,422	$	6,035
United States		3,305		3,183
Czech Republic		1,632		3,234
Rest of the world		2,614		2,175
Total	$	12,973	$	14,627

United Kingdom, United States and Czech Republic are the only countries with property and equipment of 10% or more of the Company’s total property and equipment, net at September 30, 2022 and December 31, 2021.

Note 18 - Commitments and Contingencies

The Company has entered into indemnification agreements with the Company’s officers and directors for certain events or occurrences. The Company maintains a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director. Historically, the Company has not been obligated to make any payments for indemnification obligations, and no liabilities have been recorded for these obligations as of September 30, 2022.

The Company is involved in certain lawsuits, claims and proceedings that arise from time to time. The Company records a liability for these when it is believed to be probable that the Company has incurred a loss and the amount can be reasonably estimated. The Company regularly evaluates current information to determine whether it should adjust a recorded liability or record a new one. If the Company determines that there is a reasonable possibility that a loss may be incurred and the loss or range of loss can be estimated, the possible loss is disclosed in the accompanying notes to the condensed consolidated financial statements to the extent material.

Litigation

In late 2021 and early 2022, four putative class action lawsuits were filed against the Company in Illinois alleging that certain features of the Badoo or Bumble apps violate the Illinois Biometric Privacy Act (“BIPA”). These lawsuits allege that the apps used facial geometry scans in violation of BIPA’s authorization, consent, and data retention policy provisions. A fifth putative class action was also filed against the Company in late 2021 in California alleging that Bumble app users’ information was collected, used, and disseminated in violation of California’s consumer protection and privacy laws. Plaintiffs in these lawsuits seek statutory damages, compensatory damages, attorneys’ fees, injunctive relief, and (in the California action) punitive damages. These cases are still in early stages and at this time the Company cannot reasonably estimate a range of potential liability, if any, which may arise therefrom.

In January 2022, a purported class action complaint was filed in the United States District Court for the Southern District of New York naming, among others, the Company, our Chief Executive Officer, our Chief Financial Officer, our board of directors and Blackstone, as defendants. The class action complaint asserts claims under the U.S. federal securities laws, purportedly brought on behalf of a class of purchasers of shares of Class A common stock in in Bumble’s secondary public stock offering which took place in September 2021 (the “SPO”), that the SPO Registration Statement and prospectus contained false and misleading statements or omissions by failing to disclose certain information concerning Bumble and Badoo app paying users and related trends and issues with the Badoo app payment platform, and that as a result of the foregoing, Bumble’s business metrics and financial prospects were not as strong as represented in the SPO Registration Statement and prospectus. The class action complaint seeks unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, as well as equitable relief. The Company believes that the allegations contained in the complaint are without merit and intends to defend the complaint vigorously.

Three shareholder derivative complaints have been filed in the United States District Court for the Southern District of New York and United States District Court for the District of Delaware against the Company and certain directors and officers. The Glover-Mott shareholder derivative complaint, filed in April 2022, alleges a breach of fiduciary duty against management and our board of directors based on the same allegations and events described in the class action complaint. The complaint seeks unspecified damages, an award of costs and disbursements, including reasonable attorneys’ fees, and that the Company be directed to take action to reform its corporate governance and internal procedures. The William B. Federman Irrevocable Trust shareholder derivative complaint, filed in May 2022, alleges violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, aiding and abetting breach of duty and gross mismanagement based on misstatements or omissions in the Company’s April 2022 Proxy Statement concerning alleged deficiencies in the Company’s risk management and internal controls which allegedly led to disclosure deficiencies in the SPO documents. The complaint seeks a declaration that the individual defendants breached their fiduciary duties, aided and abetted breach of fiduciary duty, were unjustly enriched, grossly mismanaged the Company and violated the federal securities laws; an order that the individual defendants are jointly and severally liable for all damages; an order requiring the individual defendants to remit their

salaries and compensation to the Company for the period of breach; unspecified equitable and injunctive relief; and costs and disbursements, including reasonable attorneys’, consultants’ and experts’ fees. The Dana Messana shareholder derivative complaint, filed in September 2022, alleges violation of Section 10(b) of the Exchange Act, breach of fiduciary duty against management and the Board, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets based on the same allegations and events described in the SPO class action complaint. The complaint seeks unspecified damages; an order that the individual defendants are jointly and severally liable for all damages; an order for imposition of a constructive trust on any profits and unjust enrichments received by the individual defendants through unlawful conduct; and an award of costs and disbursements, including reasonable attorneys’, accountants’, and experts’ fees. The Company has also received an inquiry from the SEC relating to the disclosures at issue in the SPO class action complaint. The Company cannot predict at this point the length of time that these matters will be ongoing, their outcome or the liability, if any, which may arise therefrom.

From time to time, the Company is subject to patent litigations asserted by non-practicing entities.

As of September 30, 2022 and December 31, 2021, the Company determined that provisions of $1.3 million and $8.8 million, respectively, reflect our best estimate of any probable future obligation, including legal costs incurred to date and expected to be incurred up to completion, for the Company’s litigations. During the three and nine months ended September 30, 2022, the Company paid $0.1 million and $7.6 million to settle litigation matters. Legal expenses are included within “General and administrative” expense in the accompanying condensed consolidated statements of operations.

Purchase Commitments

In September 2022, the Company entered into an agreement for third-party cloud services. The Company is committed to pay a minimum of $7.1 million over the period of 18 months. If at the end of the 18 months, or upon early termination, the Company has not reached the $7.1 million in spend, they will be required to pay for the difference between the sum of fees already incurred and the minimum commitment.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of the financial condition and results of operations of Bumble Inc. in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in Part I, “Item 1 – Financial Statements (Unaudited)”. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, without limitation, those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and those identified under “Special Note Regarding Forward-Looking Statements” and Part I, “Item 1A—Risk Factors" in our 2021 Form 10-K.

Overview

We provide online dating and social networking platforms through subscription and in-app purchases of dating products servicing North America, Europe and various other countries around the world. Bumble operates three apps, Bumble, Badoo and Fruitz. Our apps monetize via a freemium model, where the use of the service is free and a subset of the users pay for subscriptions or in-app purchases to access premium features. We launched Bumble app in 2014 to address antiquated gender norms and a lack of kindness and accountability on the internet. By placing women at the center – where women make the first move – we are building a platform that is designed to be safe and empowering for women, and in turn, provide a better environment for everyone. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. In January 2022, we acquired Fruitz, a fast-growing dating app with a Gen Z focus, which is a growing segment of online dating consumers. Fruitz encourages open and honest communication of dating intentions through playful fruit metaphors. Our consolidated results for the three and nine months ended September 30, 2022 included the operating results of Fruitz from January 31, 2022. Revenues from Fruitz were included in Badoo App and Other Revenue but excluded from our key operating metrics. For additional information, see Note 6, Business Combination, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

Quarter ended September 30, 2022 Consolidated Results

For the three months ended September 30, 2022 and 2021, we generated:

•

Total Revenue of $232.6 million and $199.1 million, respectively;

•

Bumble App Revenue of $180.6 million and $141.2 million, respectively;

•

Badoo App and Other Revenue of $52.0 million and $57.9 million, respectively;

•

Net earnings (loss) of $26.4 million and $(10.4) million, respectively, representing net earnings (loss) margins of 11.4%, and (5.2)%, respectively; and

•

Adjusted EBITDA of $61.8 million and $54.5 million, respectively, representing Adjusted EBITDA margins of 26.6% and 27.4%, respectively.

Year-to-Date September 30, 2022 Consolidated Results

For the nine months ended September 30, 2022 and 2021, we generated:

•

Total Revenue of $661.9 million and $553.9 million, respectively;

•

Bumble App Revenue of $503.5 million and $379.2 million, respectively;

•

Badoo App and Other Revenue of $158.4 million and $174.7 million, respectively;

•

Net earnings of $45.1 million and $295.7 million, respectively, representing net earnings margins of 6.8%, and 53.4% respectively;

•

Adjusted EBITDA of $166.4 million and $152.4 million, respectively, representing Adjusted EBITDA margins of 25.1% and 27.5%, respectively.

•

Net cash provided by operating activities of $81.8 million and $20.3 million, respectively, and operating cash flow conversion of 181.2% and 6.9%, respectively; and

•

Free cash flow of $70.5 million and $10.9 million, respectively, representing free cash flow conversion of 42.3% and 7.1%, respectively.

For a reconciliation of Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion, which are all non-GAAP measures, to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion useful and a discussion of the material risks and limitations of these measures, please see “—Non-GAAP Financial Measures.”

Key Operating and Financial Metrics

We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe these non-GAAP and operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP. See “—Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.

The following metrics were calculated excluding paying users and revenue generated from Fruitz:


(In thousands, except ARPPU)	Three Months Ended September 30, 2022		(As Revised) Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		(As Revised) Nine Months Ended September 30, 2021
Key Operating Metrics
Bumble App Paying Users		2,088.1		1,532.6		1,929.3		1,452.8
Badoo App and Other Paying Users		1,202.2		1,333.4		1,176.8		1,412.7
Total Paying Users		3,290.3		2,866.0		3,106.1		2,865.5
Bumble App Average Revenue per Paying User	$	28.84	$	30.71	$	29.00	$	29.00
Badoo App and Other Average Revenue per Paying User	$	12.75	$	13.73	$	13.26	$	13.08
Total Average Revenue per Paying User	$	22.96	$	22.81	$	23.03	$	21.15



(In thousands, except per share / unit data and percentages)	Three Months Ended September 30, 2022		(As Revised) Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022		(As Revised) Nine Months Ended September 30, 2021
Condensed Consolidated Statements of Operations Data:
Revenue	$	232,639	$	199,147		$	661,875	$	553,865
Net earnings (loss)		26,405		(10,385	)		45,122		295,654
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		18,063		(7,333	)		30,824		322,257
Net earnings (loss) per unit attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners
Basic earnings (loss) per share / unit	$	0.14	$	(0.06	)	$	0.24	$	1.57
Diluted earnings (loss) per share / unit	$	0.14	$	(0.06	)	$	0.23	$	1.53

(In thousands)						September 30, 2022		December 31, 2021
Condensed Consolidated Balance Sheets Data:
Total assets						$	3,792,838	$	3,776,996
Cash and cash equivalents							365,105		369,175
Long-term debt, net including current maturities							625,989		628,981

Profitability and Liquidity

We use net earnings (loss) and net cash provided by (used in) operating activities to assess our profitability and liquidity, respectively. In addition to net earnings (loss) and net cash provided by (used in) operating activities, we also use the following measures:

•

Adjusted EBITDA. We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, depreciation and amortization, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, interest rate swaps and investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements

that arise outside of the ordinary course of business and tax receivable agreement liability remeasurement benefit. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

•

Free cash flow. We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA.

Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.

See “—Non-GAAP Financial Measures” for additional information and a reconciliation of net earnings (loss) to Adjusted EBITDA and Adjusted EBITDA margin and net cash provided by (used in) operating activities to free cash flow.

Impact of Russia-Ukraine Conflict

The ongoing conflict between Russia and Ukraine has increased global economic and political uncertainty. On March 8, 2022, we announced that we will discontinue our operations in Russia and remove all of our apps from the Apple App Store and Google Play Store in Russia and Belarus. Our decision to discontinue our operations in Russia and remove all of our apps from the Apple App Store and Google Play Store in Russia and Belarus has led to reduced revenues and Paying Users from these countries and increased costs. For further information regarding revenues and Paying Users see the “Results of Operations―Comparison of the Three and Nine Months Ended September 30, 2022 and 2021―Revenue” section further below. For further information regarding the cost related to our discontinuation of operations in Russia see Note 9, Restructuring, 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 of September 30, 2022, the net assets of our subsidiary in Russia comprised 0.1% of total net assets. For the three and nine months ended September 30, 2022, revenues from Russia, Belarus and Ukraine combined were approximately 0.5% and 0.9%, respectively, of our total revenues. Operating costs related to our Russian operations were approximately 0.3% and 1.6% of our total operating costs for the three and nine months ended September 30, 2022.

For additional information, see “Risk Factors—Risks Related to Our Brand, Products and Operations―Our operations may be adversely affected by ongoing developments in Russia, Ukraine and surrounding countries, including due to the impact of our decision to discontinue our operations in Russia and remove our apps from the Apple App Store and Google Play Store in Russia and Belarus” in Part I, Item 1A. of our 2021 Form 10-K.

Impact of COVID-19

Since early 2020, COVID-19 has impacted market and economic conditions globally, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus, as well as changes in consumer behavior as some individuals have become reluctant to engage in social activities with people outside their households. While many jurisdictions have relaxed restrictions, others have remained in place with some areas continuing to experience renewed outbreaks and surges in infection rates despite more widespread availability of vaccines. Future prevention and mitigation measures, as well as the potential for some of these measures to be reinstituted in the event of subsequent waves or the emergence of new variants of the virus, have had and are likely to continue to have an adverse impact on global economic conditions and consumer confidence and spending in many parts of the world for some time. Such macroeconomic conditions have adversely affected and may continue to adversely affect demand, and/or users’ ability to pay, for our products and services, particularly in the geographic and demographic markets in which Badoo app operates. Given the continued uncertainty around the duration and severity of the impact on market conditions and the business environment, the impact of the COVID-19 pandemic on our business, financial condition and results of operations going forward remains uncertain for the foreseeable future.

For additional information, see “Risk Factors—General Risk Factors—Our business and results of operations may be materially adversely affected by the ongoing COVID-19 outbreak or other similar outbreaks” and “Risk Factors—General Risk Factors—An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services” in Part I, Item 1A. of our 2021 Form 10-K.

Macroeconomic Conditions

The prevailing global economic climate, Russia-Ukraine conflict and other macroeconomic conditions, including but not limited to slower growth or economic recession, changes to fiscal and monetary policy and exchange rate fluctuations have adversely affected and may continue to adversely impact our business as consumers face greater pressure on disposable income. The increase in interest rates by the Federal Reserve and overall market conditions have led to significant strengthening of the U.S. dollar against other global currencies in 2022. A strong U.S. dollar has impacted and may continue to impact our revenue and earnings through the remainder of 2022 and extending into 2023. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.

For additional information, see “Risk Factors—General Risk Factors—An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services” in Part I, Item 1A. of our 2021 Form 10-K.

Factors Affecting the Comparability of Our Results of Operations

As a result of a number of factors, our historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

Initial Public Offering and Offering Transactions

On February 10, 2021, our registration statement on Form S-1 relating to our initial public offering (“IPO”) was declared effective by the U.S. Securities and Exchange Commission, and our Class A common stock began trading on the NASDAQ on February 11, 2021. Our IPO closed on February 16, 2021.

Bumble Inc. issued and sold 57.5 million shares of its Class A common stock in the IPO, including 7.5 million shares sold pursuant to the exercise in full by the underwriters of their option to purchase additional shares. Bumble Inc. used the proceeds (net of underwriting discounts) from the issuance of 9 million shares ($369.6 million) to acquire an equivalent number of newly-issued Common Units from Buzz Holdings L.P, which Buzz Holdings L.P. used to repay outstanding indebtedness under our Term Loan Facility totaling approximately $200.0 million in aggregate principal amount and approximately $148.3 million for general corporate purposes, and to bear all of the expenses of the IPO. Bumble Inc. used the proceeds (net of underwriting discounts) from the issuance of 48.5 million shares ($1,991.6 million) to purchase or redeem an equivalent aggregate number of shares of Class A common stock and Common Units from our pre-IPO owners. We refer to the foregoing transactions as the “Offering Transactions”.

Secondary Offering

On September 15, 2021, the Company completed a secondary offering of 20.7 million shares of Class A common stock on behalf of certain selling stockholders affiliated with Blackstone Inc. (the "Selling Stockholders") at a price of $54.00 per share. This transaction resulted in the issuance of 9.2 million Class A shares for the period ending September 30, 2021.

Reorganization Transactions

Prior to the completion of the IPO, we undertook certain reorganization transactions (the “Reorganization Transactions”) such that Bumble Inc. is now a holding company, and its sole material asset is a controlling equity interest in Bumble Holdings. As the general partner of Bumble Holdings, Bumble Inc. now operates and controls all of the business and affairs of Bumble Holdings, has the obligation to absorb losses and receive benefits from Bumble Holdings and, through Bumble Holdings and its subsidiaries, conducts our business. The Reorganization Transactions were accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Bumble Inc. will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical financial statements of Bumble Holdings, the accounting predecessor. Bumble Inc. will consolidate Bumble Holdings on its consolidated financial statements and record a non-controlling interest, related to the Common Units and the Incentive Units held by our pre-IPO owners, on its consolidated balance sheet and statement of operations.

Bumble Inc. is a corporation for U.S. federal and state income tax purposes. Bumble Inc.’s accounting predecessor, Bumble Holdings is and has been since the Sponsor Acquisition, treated as a flow-through entity for U.S. federal income tax purposes, and as such, has generally not been subject to U.S. federal income tax at the entity level. Accordingly, the historical results of operations and other financial information set forth in this Quarterly Report do not include any material provisions for U.S. federal income tax for the period prior to our IPO. Following our IPO, Bumble Inc. pays U.S. federal and state income taxes as a corporation on its share of Bumble Holdings’ taxable income.

In addition, in connection with the Reorganization Transactions and our IPO, we entered into the tax receivable agreement as described under “―Tax Receivable Agreement.”

Tax Receivable Agreement

In connection with the Reorganization Transactions and our IPO, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company’s allocable share of existing tax basis acquired in our IPO, increases in our share of existing tax basis and adjustments to the tax basis of the assets of Bumble Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units), and our utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies’ allocable share of existing tax basis) and certain other tax benefits related to entering into the tax receivable agreement.

We estimate the amount of existing tax basis with respect to which our pre-IPO owners will be entitled to receive payments under the tax receivable agreement (assuming all Pre-IPO Common Unitholders exchanged their Common Units for shares of Class A common stock on the date of the IPO, and assuming all vested Incentive Units were converted to Common Units and immediately exchanged for shares of Class A common stock at the IPO prices of $43.00 per share of Class A common stock) is approximately $2,603 million, which includes the Company’s allocable share of existing tax basis acquired in the IPO, which we have determined to be approximately $1,728 million. In determining the Company’s allocable share of existing tax basis acquired in the IPO, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO that were contemplated to have occurred pursuant to the Blocker Restructuring. The payments under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners.

We have determined that it is more likely than not that we will be unable to realize certain tax benefits that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have not recorded the benefit of these deferred tax assets as of September 30, 2022. The Company is entitled to certain depreciation and amortization deductions as a result of its allocable share of existing tax basis acquired in the IPO and increases in its allocable share of existing basis and adjustments to the tax basis of the assets of Bumble Holdings as a result of sales or exchanges in connection with the IPO. There is significant existing tax basis in the assets of Bumble Holdings as a result of the Sponsor Acquisition. Based on current projections, we anticipate having sufficient taxable income to be able to realize these tax benefits and have recorded a liability of $389.0 million associated with the tax receivable agreement related to these benefits. The ability of the deferred tax assets to be realized is evaluated based on all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. We will assess the ability of the deferred tax assets to be realized at each reporting period, and a change in our estimate of our liability associated with the tax receivable agreement may result as additional information becomes available, including results of operations in future periods. During the three months ended September 30, 2022, our tax receivable agreement liability did not materially change.

Employee Equity Plans

In connection with the Reorganization Transactions and our IPO, we undertook a number of modifications to existing employee equity plans such that awards under the Founder Plan, U.S. Plan, and Non-U.S. Plan were reclassified as follows:

•

The Time-Vesting and Exit-Vesting Class B Units in Bumble Holdings under the Founder Plan and granted to Senior Management under the U.S. Plan were reclassified to vested Incentive Units (in the case of Vested Class B Units) and unvested Incentive Units (in the case of unvested Class B Units) in Bumble Holdings.

•

The Time-Vesting and Exit-Vesting Phantom Class B Units in Bumble Holdings were reclassified into vested RSUs (in the case of vested Class B Phantom Units) and unvested RSUs (in the case of unvested Class B Phantom Units) in Bumble Inc. As the modification resulted in a change from liability-settled to equity-settled, the RSUs were fair valued at the date of the IPO.

In all cases of respective reclassifications, the Post-IPO awards retained the same terms and conditions (including applicable vesting requirements). Each Post-IPO award was converted to reflect the $43.00 share price contemplated in the Company’s IPO while retaining the same economic value in the Company.

In connection with the IPO, we adopted the 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan), which became effective on the date immediately prior to the effective date of the IPO. Under the 2021 Omnibus Plan, we granted equity awards as follows:

•

Stock options with the underlying equity being shares of the Company’s Class A common stock. These stock options are inclusive of both Time-Vesting stock options and Exit-Vesting stock options.

•

Time-Vesting Restricted Stock Units with the underlying equity being shares of the Company’s Class A common stock.

•

Shares of Class A common stock issuable in exchange for an equivalent number of Common Units in Bumble Holdings to be received upon the conversion of vested Time-Vesting and Exit-Vesting Incentive Units in Bumble Holdings.

At the IPO date, we concluded that our public offering represented a qualifying liquidity event that would cause the Exit-Vesting awards’ performance conditions to be probable. As such, we started to recognize stock-based compensation expense for the Exit-Vesting awards. On July 15, 2022, the Exit-Vesting awards, with vesting based on certain performance conditions, were modified to also provide for time-based vesting in 36 equal installments and we began to recognize incremental stock-based compensation associated with the modification of these awards. Compensation cost related to the modified Exit-Vesting awards for the three months ended September 30, 2022 and 2021 was $16.0 million and $3.6 million, respectively, and $19.5 million and $22.7 million, respectively, for the nine months ended September 30, 2022 and 2021.

For additional information, see Note 15, Stock-based Compensation, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

Components of Results of Operations

Our business is organized into a single reportable segment.

Revenue

We monetize the Bumble, Badoo and Fruitz apps via a freemium model where the use of our service is free and a subset of our users pay for subscriptions or in-app purchases to access premium features. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage.

We also earn revenue from online advertising and partnerships, which are not a significant part of our business. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.

Cost of revenue

Cost of revenue consists primarily of in-app purchase fees due on payments processed through the Apple App Store and Google Play Store. Purchases on Android outside of the United States and United Kingdom, mobile web and desktop have additional payment methods, such as credit card or via telecom providers. These purchases incur fees which vary depending on payment method. Purchase fees are deferred and expensed over the same period as revenue.

Cost of revenue also includes data center expenses such as rent, power and bandwidth for running servers, employee compensation (including stock-based compensation) and, other employee related costs and restructuring charges. Expenses relating to customer care functions such as customer service, moderators and other auxiliary costs associated with providing services to customers such as fraud prevention are also included within cost of revenue.

Selling and marketing expense

Selling and marketing expense consists primarily of brand marketing, digital and social media spend, field marketing, restructuring charges, compensation expense (including stock-based compensation) and other employee-related costs for personnel engaged in sales and marketing functions.

General and administrative expense

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, impairment of right-of-use assets, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims, restructuring charges and other administrative expenses.

Product development expense

Product development expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, as well as restructuring charges.

Depreciation and amortization expense

Depreciation and amortization expense is primarily related to computer equipment, leasehold improvements, furniture and fixtures, developed technology, user base, white label contracts, trademarks and other definite-lived intangible assets.

Interest income (expense)

Interest income (expense) consists of interest income received on related party loans receivables and interest expense incurred in connection with our long-term debt.

Other income (expense), net

Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement (benefit) expense, loss on debt extinguishment and fair value changes in derivatives and investments in equity securities.

Income tax benefit (provision)

Income tax benefit (provision) represents the income tax benefit or expense associated with our operations based on the tax laws of the jurisdictions in which we operate. These foreign jurisdictions have different statutory tax rates than the United States. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.

Results of Operations

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



(In thousands)	Three Months Ended September 30, 2022			(As Revised) Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			(As Revised) Nine Months Ended September 30, 2021
Revenue	$	232,639		$	199,147		$	661,875		$	553,865
Operating costs and expenses:
Cost of revenue		64,581			55,265			181,702			151,597
Selling and marketing expense		64,316			55,105			180,628			151,654
General and administrative expense		29,815			45,726			107,636			215,631
Product development expense		25,828			24,231			73,479			84,197
Depreciation and amortization expense		19,755			27,022			73,835			80,882
Total operating costs and expenses		204,295			207,349			617,280			683,961
Operating earnings (loss)		28,344			(8,202	)		44,595			(130,096	)
Interest income (expense)		(6,866	)		(5,676	)		(18,446	)		(18,861	)
Other income (expense), net		6,545			3,773			24,729			7,489
Income (loss) before income taxes		28,023			(10,105	)		50,878			(141,468	)
Income tax benefit (provision)		(1,618	)		(280	)		(5,756	)		437,122
Net earnings (loss)		26,405			(10,385	)		45,122			295,654
Net earnings (loss) attributable to noncontrolling interests		8,342			(3,052	)		14,298			(26,603	)
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners	$	18,063		$	(7,333	)	$	30,824		$	322,257

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



	Three Months Ended September 30, 2022			(As Revised) Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			(As Revised) Nine Months Ended September 30, 2021
Revenue		100.0	%		100.0	%		100.0	%		100.0	%
Operating costs and expenses:
Cost of revenue		27.8	%		27.8	%		27.5	%		27.4	%
Selling and marketing expense		27.6	%		27.7	%		27.3	%		27.4	%
General and administrative expense		12.8	%		23.0	%		16.3	%		38.9	%
Product development expense		11.1	%		12.2	%		11.1	%		15.2	%
Depreciation and amortization expense		8.5	%		13.6	%		11.2	%		14.6	%
Total operating costs and expenses		87.8	%		104.1	%		93.3	%		123.5	%
Operating earnings (loss)		12.2	%		(4.1	)%		6.7	%		(23.5	)%
Interest income (expense)		(3.0	)%		(2.9	)%		(2.8	)%		(3.4	)%
Other income (expense), net		2.8	%		1.9	%		3.7	%		1.4	%
Income (loss) before income taxes		12.0	%		(5.1	)%		7.7	%		(25.5	)%
Income tax benefit (provision)		(0.7	)%		(0.1	)%		(0.9	)%		78.9	%
Net earnings (loss)		11.4	%		(5.2	)%		6.8	%		53.4	%
Net earnings (loss) attributable to noncontrolling interests		3.6	%		(1.5	)%		2.2	%		(4.8	)%
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		7.8	%		(3.7	)%		4.7	%		58.2	%

The following table sets forth the stock-based compensation expense, net of forfeitures, included in operating costs and expenses:



(In thousands)	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Cost of revenue	$	807	$	808	$	2,726	$	3,019
Selling and marketing expense		3,779		2,545		4,547		10,186
General and administrative expense		23,080		11,287		45,627		49,155
Product development expense		9,509		9,123		24,279		37,142
Total stock-based compensation expense	$	37,175	$	23,763	$	77,179	$	99,502

Comparison of the Three and Nine Months Ended September 30, 2022 and 2021

Revenue



(In thousands)	Three Months Ended September 30, 2022		(As Revised) Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		(As Revised) Nine Months Ended September 30, 2021
Bumble App	$	180,641	$	141,216	$	503,482	$	379,176
Badoo App and Other		51,998		57,931		158,393		174,689
Total Revenue	$	232,639	$	199,147	$	661,875	$	553,865

Total Revenue for the three months ended September 30, 2022 increased by $33.5 million, or 16.8%, compared to the same period in 2021 primarily driven by growth in Total Paying Users and, to a lesser extent, a slight increase in Total Average Revenue per Paying User.

Bumble App Revenue for the three months ended September 30, 2022 increased by $39.4 million, or 27.9%, compared to the same period in 2021 driven by a 36.2% increase in Bumble App Paying Users to 2.1 million. The increase in Bumble App Revenue was due to higher re-engagement rates in core markets and international expansion partially offset by fluctuations in foreign currency exchange rates.

The decline of 6.1% in Bumble App Average Revenue per Paying Users was due to fluctuations in foreign currency exchange rates partially offset by pricing initiatives.

Badoo App and Other Revenue for the three months ended September 30, 2022, decreased by $5.9 million, or 10.2%, compared to the same period in 2021. This decrease was driven by a 9.8% decrease in Badoo App and Other Paying Users to 1.2 million due to the Company’s decision to remove all of its apps from the Apple App Store and Google Play Store in Russia and Belarus in March 2022 and the continued impact of COVID and macroeconomic conditions. We expect the impact of COVID and macroeconomic conditions to continue to have an adverse impact on Badoo App and Other Paying Users in the fourth quarter of 2022.

The decline of 7.1% in Badoo App and Other Average Revenue per Paying Users to $12.75 also contributed to the decrease in Badoo App and Other Revenue. The decrease in Badoo App and Other Average Revenue per Paying Users was due to the impact of the Ukraine conflict and fluctuations in foreign currency exchange rates partially offset by pricing optimization.

In addition, other revenue of $6.0 million for the three months ended September 30, 2022, increased by $3.0 million, or 99.2% compared to the same period in 2021, primarily due to Fruitz.

Total Revenue for the nine months ended September 30, 2022 increased by $108.0 million, or 19.5%, compared to the same period in 2021 primarily driven by growth in Total Paying Users and an increase in Total Average Revenue per Paying User.

Bumble App Revenue for the nine months ended September 30, 2022 increased by $124.3 million, or 32.8%, compared to the same period in 2021 driven by a 32.8% increase in Bumble App Paying Users to 1.9 million. The increase in Bumble App Revenue was due to higher re-engagement in core markets and international expansion partially offset by fluctuations in foreign currency exchange rates.

Badoo App and Other Revenue for the nine months ended September 30, 2022, decreased by $16.3 million, or 9.3%, compared to the same period in 2021. This decrease was driven by a 16.7% decrease in Badoo App and Other Paying Users to 1.2 million due to the Company’s decision to remove all of its apps from the Apple App Store and Google Play Store in Russia and Belarus in March 2022 and the continued impact of COVID and macroeconomic conditions. We expect the impact of COVID and macroeconomic conditions to continue to have an adverse impact on Badoo App and Other Paying Users in the fourth quarter of 2022.

The decline in Badoo App and Other Revenue for the nine months ended September 30, 2022 was partially offset by the increase of 1.4% in Badoo App and Other Average Revenue per Paying Users to $13.26.

In addition, other revenue of $18.0 million for the nine months ended September 30, 2022, increased by $9.6 million, or 113.7% compared to the same period in 2021, primarily due to Fruitz.

Cost of revenue



(In thousands, except percentages)	Three Months Ended September 30, 2022			(As Revised) Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			(As Revised) Nine Months Ended September 30, 2021
Cost of revenue	$	64,581		$	55,265		$	181,702		$	151,597
Percentage of revenue		27.8	%		27.8	%		27.5	%		27.4	%

Cost of revenue for the three months ended September 30, 2022 increased by $9.3 million, or 16.9%, as compared to the same period in 2021 driven primarily by growth in in-app purchase fees due to increasing revenue. As a percentage of revenue, cost of revenue was relatively flat, with an increase in fees due to the adoption of Google Play billing in many of our markets partially offset by the reduced Google Play service fees for subscriptions which has declined from 30% to 15%.

Cost of revenue for the nine months ended September 30, 2022 increased by $30.1 million, or 19.9%, as compared to the same period in 2021 driven by growth in in-app purchase fees due to increasing revenue. As a percentage of revenue, cost of revenue was relatively flat, with an increase in fees due to the adoption of Google Play billing in many of our markets partially offset by the reduced Google Play service fees for subscriptions which has declined from 30% to 15%.

We expect cost of revenue as a percentage of revenue to be negatively impacted by additional fees from the adoption of Google Play’s billing system by approximately 2% over the remainder of fiscal 2022.

Selling and marketing expense



(In thousands, except percentages)	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
Selling and marketing expense	$	64,316		$	55,105		$	180,628		$	151,654
Percentage of revenue		27.6	%		27.7	%		27.3	%		27.4	%

Selling and marketing expense for the three months ended September 30, 2022 increased by $9.2 million, or 16.7%, as compared to the same period in 2021. The change was primarily due to a $6.7 million increase in digital and social media marketing costs and a $2.2 million increase in personnel-related expenses.

Selling and marketing expense for the nine months ended September 30, 2022 increased by $29.0 million, or 19.1%, as compared to the same period in 2021. The change was primarily due to a $27.2 million increase in digital and social media marketing costs and a

$6.5 million increase in personnel-related expenses, partially offset by a $5.6 million decrease in stock-based compensation due to forfeitures.

General and administrative expense



(In thousands, except percentages)	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
General and administrative expense	$	29,815		$	45,726		$	107,636		$	215,631
Percentage of revenue		12.8	%		23.0	%		16.3	%		38.9	%

General and administrative expense for the three months ended September 30, 2022 decreased by $15.9 million, or 34.8%, as compared to the same period in 2021. The change is primarily driven by a decline of $32.2 million in the fair value of the contingent earn-out liabilities, partially offset by a $11.8 million increase in stock-based compensation primarily due to the incremental expense associated with the modification of Exit-Vesting awards with certain performance conditions to also provide for vesting with time-based service conditions, a $2.9 million increase in personnel-related expenses and a $0.8 million increase in professional fees.

General and administrative expense for the nine months ended September 30, 2022 decreased by $108.0 million, or 50.1%, as compared to the same period in 2021. The change is primarily driven by a decline of $124.1 million in the fair value of the contingent earn-out liabilities, a $6.6 million decrease in non-recurring transaction costs and professional service fees incurred in relation to the IPO in the three months ended March 2021 and a $3.5 million decrease in stock-based compensation due to forfeitures. These decreases were partially offset by a $15.1 million increase in personnel-related expenses, a $4.4 million right-of-use asset impairment loss related to our Moscow office, a $3.7 million increase in insurance expenses and a $3.3 million increase in other overhead expenses.

Product development expense



(In thousands, except percentages)	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
Product development expense	$	25,828		$	24,231		$	73,479		$	84,197
Percentage of revenue		11.1	%		12.2	%		11.1	%		15.2	%

Product development expense in the three months ended September 30, 2022 increased by $1.6 million, or 6.6%, as compared to the same period in 2021. The change is primarily driven by a $1.3 million increase in personnel-related expenses and a $0.4 million increase in stock-based compensation due to the incremental expense associated with the modification of Exit-Vesting awards with certain performance conditions to also provide for vesting with time-based service conditions.

Product development expense in the nine months ended September 30, 2022 decreased by $10.7 million, or 12.7%, as compared to the same period in 2021, primarily due to a $12.9 million decrease in stock-based compensation due to forfeitures partially offset by a $1.9 million increase in personnel-related expenses.

Depreciation and amortization expense



(In thousands, except percentages)	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
Depreciation and amortization expense	$	19,755		$	27,022		$	73,835		$	80,882
Percentage of revenue		8.5	%		13.6	%		11.2	%		14.6	%

Depreciation and amortization expense for the three months ended September 30, 2022 decreased by $7.3 million, or 26.9%, as compared to the same period in 2021. For the nine months ended September 30, 2022, depreciation and amortization expense decreased by $7.0 million, or 8.7%, as compared to the same period in 2021. The decreases in depreciation and amortization expense for the three-month and nine-month periods were primarily due to the full amortization of the legacy Badoo user base in July 2022 and

the impairment of certain white label contracts in 2021. These decreases were partially offset by increases in the amortization of intangibles acquired from the Fruitz acquisition in January 2022.

Interest income (expense)



(In thousands, except percentages)	Three Months Ended September 30, 2022			(As Revised) Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			(As Revised) Nine Months Ended September 30, 2021
Interest income (expense)	$	(6,866	)	$	(5,676	)	$	(18,446	)	$	(18,861	)
Percentage of revenue		(3.0	)%		(2.9	)%		(2.8	)%		(3.4	)%

Interest expense for the three months ended September 30, 2022 increased by $1.2 million, or 21.0%, compared to the same period in 2021 and was due to an increase in interest rates on our outstanding debt under the credit agreements.

Interest expense for the nine months ended September 30, 2022 decreased by $0.4 million, or 2.2%, compared to the same period in 2021 as we repaid $200.0 million of debt in March 2021 partially offset by an increase in interest rates on our outstanding debt under the credit agreements.

Other income (expense), net



(In thousands, except percentages)	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			(As Revised) Nine Months Ended September 30, 2021
Other income (expense), net	$	6,545		$	3,773		$	24,729		$	7,489
Percentage of revenue		2.8	%		1.9	%		3.7	%		1.4	%

Other income (expense), net in the three months ended September 30, 2022 increased by $2.8 million, or 73.5%, compared to the same period in 2021, primarily due to a $4.7 million increase in net gain on interest rate swaps, partially offset by a $1.7 million decline in the tax receivable agreement liability and a $0.4 million decrease in net foreign exchange gains.

Other income (expense), net in the nine months ended September 30, 2022 increased by $17.2 million, or 230.2%, compared to the same period in 2021, primarily due to a $15.6 million increase in net gain on interest rate swaps and a $3.4 million loss on extinguishment of long-term debt recognized when we repaid $200.0 million of debt in March 2021, partially offset by a $1.7 million decline in the tax receivable agreement liability and a $0.3 million decrease in fair value of investments in equity securities.

Income tax benefit (provision)



(In thousands, except percentages)	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			(As Revised) Nine Months Ended September 30, 2021
Income tax benefit (provision)	$	(1,618	)	$	(280	)	$	(5,756	)	$	437,122
Effective tax rate		5.8	%		(2.8	)%		11.3	%		309.0	%

Income tax provision was $(1.6) million for the three months ended September 30, 2022, compared to $(0.3) million for the same period in 2021. Income tax provision was $(5.8) million for the nine months ended September 30, 2022, compared to a benefit of $437.1 million for the same period in 2021. The tax benefit of $437.1 million recorded in the nine months ended September 30, 2021 includes a $441.5 million tax benefit related to the reversal of a net deferred tax liability, which was due to the restructuring of our international operations.

Non-GAAP Financial Measures

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 (income) expense, depreciation and amortization, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, interest rate swaps and 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 and impairment loss, as management does not believe these expenses are representative of our core earnings. We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue. In addition to Adjusted EBITDA and Adjusted EBITDA margin, we believe free cash flow and free cash flow conversion provide useful information regarding how cash provided by (used in) operating activities compares to the capital expenditures required to maintain and grow our business, and our available liquidity, after funding such capital expenditures, to service our debt, fund strategic initiatives and strengthen our balance sheet, as well as our ability to convert our earnings to cash. Additionally, we believe such metrics are widely used by investors, securities analysis, ratings agencies and other parties in evaluating liquidity and debt-service capabilities. We calculate free cash flow and free cash flow conversion using methodologies that we believe can provide useful supplemental information to help investors better understand underlying trends in our business.

Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:

•

Adjusted EBITDA and Adjusted EBITDA margin exclude the recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;

•

Adjusted EBITDA and Adjusted EBITDA margin do not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA and Adjusted EBITDA margin exclude stock-based compensation expense and employer costs related to stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;

•

Adjusted EBITDA and Adjusted EBITDA margin do not reflect the interest (income) expense or the cash requirements to service interest or principal payments on our indebtedness, and free cash flow does not reflect the cash requirements to service principal payments on our indebtedness;

•

Adjusted EBITDA and Adjusted EBITDA margin do not reflect income tax (benefit) provision we are required to make; and

•

Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.

Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.

To properly and prudently evaluate our business, we encourage you to review the financial statements included elsewhere in this report, and not rely on a single financial measure to evaluate our business. We also strongly urge you to review the reconciliation of net earnings (loss) to Adjusted EBITDA, the computation of Adjusted EBITDA margin as compared to net earnings (loss) margin which is net earnings (loss) as a percentage of revenue, the reconciliation of net cash provided by (used in) operating activities to free cash flow, and the computation of free cash flow conversion as compared to operating cash flow conversion, which is net cash provided by (used in) operating activities as a percentage of net earnings (loss) in each case set forth below.

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

We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA. Operating cash flow conversion represents net cash provided by (used in) operating activities as a percentage of net earnings (loss).

The following table reconciles our non-GAAP financial measures to the most comparable GAAP financial measures for the periods presented:



(In thousands, except percentages)	Three Months Ended September 30, 2022			(As Revised) Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			(As Revised) Nine Months Ended September 30, 2021
Net earnings (loss)	$	26,405		$	(10,385	)	$	45,122		$	295,654
Add back:
Income tax (benefit) provision		1,618			280			5,756			(437,122	)
Interest (income) expense		6,866			5,676			18,446			18,861
Depreciation and amortization		19,755			27,022			73,835			80,882
Stock-based compensation expense		37,175			23,763			77,179			99,502
Employer costs related to stock-based compensation (1)		431			2,438			1,628			2,438
Litigation costs, net of insurance reimbursements (2)		249			2,019			4,089			3,794
Foreign exchange (gain) loss (3)		(1,551	)		(2,011	)		(6,050	)		(6,042	)
Changes in fair value of interest rate swaps(4)		(4,774	)		(46	)		(18,404	)		(2,789	)
Transaction and other costs(5)		2,705			2,208			6,869			21,630
Changes in fair value of contingent earn-out liability		(27,004	)		5,221			(46,399	)		77,659
Changes in fair value of investments in equity securities		(38	)		(14	)		(38	)		(333	)
Tax receivable agreement liability remeasurement benefit (6)		—			(1,687	)		—			(1,687	)
Impairment loss (7)		—			—			4,388			—
Adjusted EBITDA	$	61,837		$	54,484		$	166,421		$	152,447
Net earnings (loss) margin(8)		11.4	%		(5.2	)%		6.8	%		53.4	%
Adjusted EBITDA margin		26.6	%		27.4	%		25.1	%		27.5	%

Net cash provided by (used in) operating activities							$	81,769		$	20,257
Less:
Capital expenditures								(11,311	)		(9,388	)
Free cash flow							$	70,458		$	10,869
Operating cash flow conversion								181.2	%		6.9	%
Free cash flow conversion								42.3	%		7.1	%

(1)

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

(2)

Represents certain litigation costs and insurance proceeds associated with pending litigations or settlements of litigation.

(3)

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

(4)

Represents fair value gain on interest rate swaps.

(5)

Represents transaction costs related to acquisitions and our offerings (IPO, the Reorganization and the secondary offering) such as legal, accounting, advisory fees and other related costs. Amount for the nine months ended September 30, 2021 also includes a loss on debt extinguishment related to the repayment of $200.0 million under the Incremental Term Loan Facility. Amounts for 2022 also include employee-related restructuring costs directly associated with our decision to discontinue our operations in Russia including severance benefits, relocation and advisory fees.

(6)

Represents changes in tax receivable agreement liability due to tax rate changes and unrelated to exchanges of Common Units for Class A shares.

(7)

Represents impairment loss of a right-of-use asset related to our Moscow office.

(8)

Net earnings margin for the nine months ended September 30, 2021 includes a $441.5 million tax benefit related to the reversal of a deferred tax liability due to a restructuring of the Company’s international operations.

Liquidity and Capital Resources

Overview

The Company’s 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. As of September 30, 2022, we had $365.1 million of cash and cash equivalents, a decrease of $4.1 million from December 31, 2021 primarily due to the acquisition of Fruitz and the classification of restricted cash for cash held in Russia.

In connection with our IPO, we used the proceeds (net of underwriting discounts) from the issuance of 9.0 million shares of Class A common stock ($369.6 million) in the IPO to purchase an equivalent number of newly issued Common Units from Bumble Holdings, which Bumble Holdings used to repay outstanding indebtedness under our Incremental Term Loan Facility totaling $200.0 million in aggregate principal amount and allocated $169.9 million to be used for general corporate purposes, to bear all of the expenses of the IPO and we expect that our future principal uses of cash will also include funding our debt obligations and paying income taxes and obligations under our tax receivable agreement. 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.

Cash Flow Information

The following table summarizes our unaudited condensed consolidated cash flow information for the periods presented:



(In thousands)	Nine Months Ended September 30, 2022			(As Revised) Nine Months Ended September 30, 2021
Net cash provided by (used in):
Operating activities	$	81,769		$	20,257
Investing activities		(81,031	)		(9,357	)
Financing activities		(11,665	)		152,924

Operating activities

Net cash provided by operating activities was $81.8 million for the nine months ended September 30, 2022, and $20.3 million for the nine months ended September 30, 2021. This includes adjustments to net earnings (loss) for the nine months ended September 30, 2022 and September 30, 2021 related to: deferred income tax of $(6.5) million and $(443.1) million, respectively; change in fair value of deferred contingent consideration of $(46.4) million and $77.7 million, respectively; stock-based compensation of $77.2 million and $99.5 million, respectively; and depreciation and amortization of $73.8 million and $80.9 million, respectively.

The changes in assets and liabilities for the nine months ended September 30, 2022 and 2021 consist primarily of: changes in legal liabilities of $(7.1) million and $(45.6) million, respectively; and changes in accounts receivables of $(5.2) million and $(5.0) million, respectively, driven by timing of cash receipts.

Investing activities

Net cash used in investing activities was $81.0 million and $9.4 million for the nine months ended September 30, 2022 and 2021, respectively. The change was primarily due to the acquisition of Fruitz (net of cash acquired) of $69.7 million in the nine months ended September 30, 2022. In addition, the Company had capital expenditures of $(11.3) million and $(9.4) million in the nine months ended September 30, 2022 and 2021, respectively.

Financing activities

Net cash provided by (used in) financing activities was $(11.7) million and $152.9 million in the nine months ended September 30, 2022 and 2021, respectively. In the nine months ended September 30, 2022, the Company used $(7.4) million for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units, and $(4.3) million to repay a portion of the outstanding indebtedness under our Original Term Loan. In the nine months ended September 30, 2021, the Company received net proceeds of $2,361.2 million after deducting underwriting discounts and commissions, of which $1,991.6 million was used to redeem shares of Class A common stock and purchase Common Units from our Sponsor, $(205.0) million was used to repay a portion of the outstanding indebtedness under our Incremental Term Loan Facility and $(9.3) million was used for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units.

Indebtedness

Senior Secured Credit Facilities

In connection with the Sponsor Acquisition, in January 2020, we entered into the Initial Term Loan Facility in an original aggregate principal amount of $575.0 million and the Revolving Credit Facility in an aggregate principal amount of up to $50.0 million. In connection with the Distribution Financing Transaction, in October 2020, we entered into the Incremental Term Loan Facility (the “Incremental Term Loan Facility”) in an original aggregate principal amount of $275.0 million. The Incremental Term Loan provides for additional senior secured term loans with substantially identical terms as the Initial Term Loan Facility (other than the applicable margin). A portion of the net proceeds from the initial public offering was used to repay $200.0 million aggregate principal amount of our outstanding indebtedness under our Term Loan Facility in the three months ended March 31, 2021. The borrower under the Senior Secured Credit Facilities is a wholly owned subsidiary of Bumble Holdings, Buzz Finco L.L.C. (the “Borrower”). The Senior Secured Credit Facilities contain affirmative and negative covenants and customary events of default.

Borrowings under the Senior Secured Credit Facilities bear interest at a rate equal to, at the Borrower’s option, either (i) LIBOR for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.0% on the Initial Term Loan and 0.50% on the Incremental Term Loan), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest in effect as last quoted by the Wall Street Journal as the “Prime Rate” in the United States, (b) the federal funds effective rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. The applicable margin for loans under the Revolving Credit Facility is subject to adjustment based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries and is subject to reduction after the consummation of our initial public offering.

In addition to paying interest on the outstanding principal under the Senior Secured Credit Facilities, the Borrower is required to pay a commitment fee of 0.50% per annum (which is subject to a decrease to 0.375% per annum based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries) to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The Borrower must also pay customary letter of credit fees and an annual administrative agency fee.

The Initial Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Initial Term Loan Facility outstanding as of the date of the closing of the Initial Term Loan Facility, with the balance being payable at maturity on January 29, 2027. The Incremental Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Incremental Term Loan Facility outstanding as of the date of the closing of the Incremental Term Loan Facility, with the balance being payable at maturity on January 29, 2027. Following the $200.0 million aggregate principal payment of amount of outstanding indebtedness during the three months ended March 31, 2021 quarterly installment payments on the Incremental Term Loan Facility are no longer required for the remaining term of the facility. Principal amounts outstanding under the Revolving Credit Facility are due and payable in full at maturity on January 29, 2025.

Tax Receivable Agreement

In connection with the IPO, in February 2021, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company’s allocable share of existing tax basis acquired in our initial public offering and other tax benefits related to entering into the tax receivable agreement.

We estimate the amount of existing tax basis with respect to which our pre-IPO owners will be entitled to receive payments under the tax receivable agreement (assuming all Pre-IPO Common Unitholders exchanged their Common Units for shares of Class A common stock on the date of the initial public offering, and assuming all vested Incentive Units were converted to Common Units and subsequently exchanged for shares of Class A common stock at the initial public offering price of $43.00 per share of Class A common stock) is approximately $2,603.7 million, which includes the Company’s allocable share of existing tax basis acquired in this IPO, which we have determined to be approximately $1,728.1 million. In determining the Company’s allocable share of existing tax basis acquired in the IPO, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred following the IPO that were contemplated to have occurred pursuant to the Blocker Restructuring. The payments under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners.

Contractual Obligations and Contingencies

The following table summarizes our contractual obligations as of September 30, 2022:


	Payments due by period
(In thousands)	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Long-term debt	$	5,750	$	11,500	$	617,000	$	—	$	634,250
Operating leases		5,561		8,444		8,804		4,521		27,330
Other		7,889		5,340		—		—		13,229
Total	$	19,200	$	25,284	$	625,804	$	4,521	$	674,809

The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are not reflected in the contractual obligations table set forth above as they are dependent upon future taxable income. Assuming no material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement, we expect future payments under the tax receivable agreement related to the Offering Transactions to aggregate to $660.3 million and to range over the next 15 years from approximately $10.9 million to $58.5 million per year and decline thereafter. In determining these estimated future payments, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO but were contemplated to have occurred pursuant to the Blocker Restructuring. The foregoing numbers are merely estimates, and the actual payments could differ materially. See “― Tax Receivable Agreement.”

In connection with the Sponsor Acquisition in January 2020, we entered into a contingent consideration arrangement, consisting of an earn-out payment to the former shareholders of Worldwide Vision Limited of up to $150 million. In addition, we entered into a contingent consideration arrangement for an earn-out payment of up to $10 million in connection with our January 2022 acquisition of Fruitz. The timing and amount of such payments, that we may be required to make, is not reflected in the contractual obligations table set forth above as the payment to the former shareholders of Worldwide Vision Limited is dependent upon the achievement of a specified return on invested capital by our Sponsor and our payment to Fruitz is dependent upon the achievement of certain net revenue targets. See Note 6, Business Combination, for additional information on the Fruitz acquisition.

In October 2022, the Company entered into a lease termination agreement for its Moscow office. The reduction in future lease payments is not reflected in the table above.

Critical Accounting Policies and Estimates

We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to these accounting policies and estimates for the nine months ended September 30, 2022, except as described below.

Related Party Transactions

For discussions of related party transactions, see Note 16, Related Party Transactions, to the condensed consolidated financial statements included in "Item 1 - Financial Statements (Unaudited)".

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Risk

We conduct business in certain foreign markets, primarily in the United Kingdom and the European Union. For the three months ended September 30, 2022 and 2021, revenue outside of North America accounted for 39.0% and 41.2% of combined revenue, respectively. Revenue outside of North America accounted for 39.5% and 42.4% of combined revenue, respectively for the nine

months ended September 30, 2022 and 2021. Our primary exposure to foreign currency exchange risk is the underlying user’s functional currency other than the U.S. Dollar, primarily the British Pound and Euro. As foreign currency exchange rates change, translation of the statements of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. The average Euro versus the U.S. Dollar exchange rate was 14.5% and 11.0% lower in the three and nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021, respectively. The average British Pound versus the U.S. Dollar exchange rate was 14.6% and 9.1% lower in the three and nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021, respectively. Historically, we have not hedged any foreign currency exposures. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations have had and could continue to have a significant impact on our future results of operations.

Interest Rate Risk

At September 30, 2022, we had debt outstanding with a carrying value of $626.0 million. With consideration of the financial impact of our interest rate swaps, a hypothetical interest rate increase of 1% would have increased interest expense for the three and nine months ended September 30, 2022 by $0.7 million and $2.1 million, respectively, based upon the outstanding debt balances and interest rates in effect during those periods. See Note 12, Debt, within the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. Borrowings under our Senior Secured Credit Facilities bear interest at a variable market rate. In order to reduce the financial impact of increases in interest rates, the Company entered into two interest rate swaps for a total notional amount of $350 million on June 22, 2020. The effective date for the interest rate swaps is June 30, 2020 and final maturity date is June 30, 2024. The financial impact of the interest rate swaps is to fix the variable interest rate element on $350 million of the long-term debt at a rate of 0.4008%.

In July 2017, the UK’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out USD LIBOR for new loans by the end of 2021 and will stop publishing USD LIBOR after June 30, 2023. The expected discontinuation, reform or replacement of LIBOR may result in fluctuating interest rates, or higher interest rates, which could have a material adverse effect on our interest expense. Once one month LIBOR is phased out after June 30, 2023, the interest rates for our LIBOR-based loans will be indexed to a comparable or successor rate as provided for in our loan agreements.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2022, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In conjunction with our review of the accounting for debt issuance costs during the quarter ended September 30, 2022, we identified misstatements in the recognition and presentation of certain debt issuance costs within prior periods, which indicated a material weakness existed within our internal controls for those prior periods. The Company implemented enhanced internal controls during fiscal year 2022, which identified and remediated the material weakness as of September 30, 2022. The misstatements in previously issued financial statements were corrected in this Quarterly Report on Form 10-Q as disclosed in Note 3 to the unaudited condensed consolidated interim financial statements for the period ended September 30, 2022.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

This control deficiency did not result in a material misstatement of our prior period consolidated annual or interim financial statements. However, the control deficiency could have resulted in material misstatements to the annual or interim consolidated financial statements that would not have been prevented or detected. Accordingly, management has concluded that this control deficiency constitutes a material weakness in prior periods.

Changes in Internal Control over Financial Reporting

Other than the changes made to identify and remediate the prior period material weakness, there were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, governmental regulations, product liability, environmental, intellectual property, employment and other actions that are incidental to our business, including a number of trademark proceedings, both offensive and defensive, regarding the BUMBLE mark. Although the outcomes of these claims cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on our financial position or results of operations.

For additional information, see Note 18, Commitments and Contingencies, to our unaudited condensed consolidated financial statements included in Part I, “Item 1—Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors.

For a discussion of our risk factors, see Part I, “Item 1A—Risk Factors” of our 2021 Form 10-K. Refer also to the other information set forth in this Quarterly Report on Form 10-Q, including in the “Special Note Regarding Forward-Looking Statements,” and in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 1—Financial Statements (Unaudited)”.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 6. Exhibits.

The following is a list of all exhibits filed or furnished as part of this report:


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of November 8, 2019, by and among Buzz Holdings L.P., Buzz Merger Sub Ltd, Worldwide Vision Limited and Buzz SR Limited, as the seller representative (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form S-1 filed on January 15, 2021).
3.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 16, 2021).
3.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on February 16, 2021).
10.1*		Amended and Restated Employment Agreement, dated September 23, 2022, by and between Bumble Trading LLC and Anuradha Subramanian.†
10.2*		Form of Vesting Adjustment Letter relating to Performance-Based Incentive Unit Awards.†
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
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*	Filed herewith.
†	Management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BUMBLE INC.

Date: November 16, 2022	By:	/s/ Whitney Wolfe Herd
		Whitney Wolfe Herd
		Chief Executive Officer

Date: November 16, 2022	By:	/s/ Anuradha B. Subramanian
		Anuradha B. Subramanian
		Chief Financial Officer

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated September 23, 2022 (the “Effective Date”), by and between Bumble Trading LLC, a Delaware limited company (the “Company”) and Anuradha Subramanian (“Executive”).

RECITALS:

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated as of August 14, 2020, as amended by that certain First Amendment to Employment Agreement, dated as of March 16, 2022 (collectively, the “Prior Agreement”);

WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement; and

WHEREAS, as of the Effective Date, the Company shall continue to employ Executive, and Executive shall continue in such employment, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

Term of Employment. Subject to the provisions of Section 5 of this Agreement, Executive shall continue employment with the Company, on the terms and subject to the conditions set forth in this Agreement, until such employment is terminated in accordance with Section 5 of this Agreement (the “Employment Term”). Executive acknowledges and agrees that Executive’s employment with the Company is at-will. Executive further acknowledges and agrees that nothing in this Agreement gives Executive the right to remain an employee of the Company or any member of the Company Group (which is defined as, collectively, Bumble Inc. (“Bumble”) and its subsidiaries).

Position, Duties, Authority, Principal Work Location and Policies.

(a)

During the Employment Term, Executive shall serve as the Chief Financial Officer of the Company. In such position, Executive shall have such duties, functions, responsibilities and authority as are normally associated with the position of Chief Financial Officer of a company of the type and nature of the Company (in particular, in the context of such a company with controlling stockholders, to the extent applicable), and shall have such other duties, functions, responsibilities and authority, consistent with such position, as may be assigned to Executive by the Company, the board of directors of Bumble (the “Board”), the Chief Executive Officer or the President from time to time. Executive shall report directly to the Company’s Chief Executive Officer.

(b)

Executive will devote all of Executive’s business time and best efforts to the performance of Executive’s duties to the Company (excluding periods of approved time off or leave of absence) and will not engage in any other business activities that could conflict with Executive’s duties or services to the Company Group; provided, however, that the foregoing shall not prevent Executive from (i) with the prior written approval of the Company, serving on the boards of directors (and board committees) of non-profit organizations; (ii) participating in charitable, civic, educational, professional, community or industry affairs; and (iii) managing Executive’s passive personal investments, so long as all such activities do not, in the aggregate, interfere or conflict with Executive’s duties hereunder or otherwise materially affect the performance of Executive’s duties to the Company or create a potential business or fiduciary conflict.

(c)

Executive’s principal work location shall be in the New York, New York metropolitan area. Executive acknowledges that Executive will be required to travel on business (including, without limitation, to the Company offices in London, United Kingdom) in connection with the performance of Executive’s duties hereunder.

(d)

Executive’s employment is subject to all the terms and conditions of the Company Group’s policies and codes of conduct as in effect from time to time, to the extent not inconsistent with this Agreement.

Compensation.

(a)

Base Salary. During the Employment Term, the Company shall pay (or cause to be paid) to Executive a base salary at the annual rate of $450,000.00, payable in regular installments in accordance with the usual payment practices of the Company Group. Executive’s base salary may be increased from time to time in the Company’s sole discretion, and the base salary in effect from time to time is referred to herein as the “Base Salary”.

(b)

Bonus.

(i)

Beginning with fiscal year 2022, and for each fiscal year during the Employment Term, Executive shall be eligible to earn a cash bonus award (the “Bonus”), subject to the terms and conditions of the bonus plan established by the Company, as may be amended, updated or replaced from time to time, and based on the achievement of certain corporate performance objectives as approved by the Company in its sole discretion. Executive’s target bonus (the “Target Bonus”) for each fiscal year will be equal to 80% of the Base Salary for such year if target performance objectives are achieved for such year. In the event that the Company exceeds or fails to meet the corporate performance objectives in a given year, the Bonus shall be subject to increase or decrease as reasonably determined by the Company. Any Bonus earned under this Section 3(b)(i) shall be paid prior to March 15 of the year following the year to which the applicable performance period relates. No Bonus shall be payable in respect of any fiscal year (or other performance period) in which Executive’s employment is terminated, except to the extent provided in Section 5.

(c)

Equity Awards. During the Employment Term, Executive shall participate in the long term equity-based incentive plan of Bumble (as amended and/or restated from time to time, the “Equity Plan”) on a basis generally consistent with other senior executives of the Company Group.

Benefits.

(a)

General. During the Employment Term, Executive generally shall be entitled to participate in the retirement, health and welfare benefit plans, practices, policies and arrangements of the Company Group as in effect from time to time (collectively, “Employee Benefits”).

(b)

Vacation. Executive shall be entitled to paid vacation on the same basis generally as other senior executives of the Company Group pursuant to the applicable Company vacation policy, plan or regular practice, as may be modified from time to time.

(c)

Reimbursement of Business Expenses. During the Employment Term, the Company shall reimburse Executive for reasonable and necessary business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with its then‑prevailing business expense policy (which shall include, without limitation, appropriate itemization and substantiation of expenses incurred).

Termination.

(a)

The Employment Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason in the manner set forth in this Section 5; provided, that Executive shall be required to give the Company at least 60 days’ advance written notice of any termination by Executive other than a resignation for Good Reason (the “Notice Period”). Notwithstanding any other provision of this Agreement, the provisions of this Section 5 shall exclusively govern Executive’s rights upon termination of employment with the Company; provided, that Executive’s rights under the Equity Plan (or any other equity plan) and equity incentive award agreement shall, in each case, be governed exclusively by such plan or agreement, as applicable.

(b)

By the Company for Cause or by Executive without Good Reason.

(i)

The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason.

(ii)

For purposes of this Agreement, “Cause” shall mean (A) any breach by Executive of any of Executive’s material obligations under this Agreement or the RCA (as defined below); (B) the continued failure or refusal of Executive to substantially perform the duties reasonably required of Executive as an employee or service provider of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere to, (1) a felony or (2) other crime involving fraud or moral turpitude (or any other crime relating to the Company Group which is, or could reasonably be

expected to be, materially injurious to the Company Group); (D) Executive’s theft, dishonesty or other misconduct that is, or could reasonably be expected to be, injurious to the Company Group; (E) Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset of the Company Group (including, without limitation, Executive’s unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that is, or could reasonably be expected to be, injurious to the Company Group; (F) any act(s) constituting employment discrimination or sexual harassment; or (G) use of illegal drugs, or Executive’s abuse of alcohol or prescription drugs, that impairs Executive’s ability to perform Executive’s duties or, as reasonably determined by the Company in good faith, otherwise makes Executive unfit to service an officer of the Company Group; provided, that, solely with respect to clauses (A) and (B) above, a termination of Executive’s employment for Cause that is susceptible to cure shall not be effective unless the Company first gives such Executive written notice of its intention to terminate and the grounds for such termination, and such Executive has not, within five business days following receipt of such notice, cured such Cause.

(iii)

If Executive’s employment is terminated by the Company for Cause, Executive shall be entitled to receive:

(A)

the Base Salary through the date of termination;

(B)

reimbursement, within 60 days following receipt by the Company of Executive’s claim for such reimbursement (including appropriate supporting documentation), for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to Executive’s termination; provided, that such claims for such reimbursement are submitted to the Company within 90 days following the date of Executive’s termination of employment; and

(C)

such Employee Benefits (other than with respect to annual or quarterly bonuses, incentive plans and severance benefits), if any, to which Executive may be entitled, payable in accordance with the terms and conditions of plan, program and policies (the amounts described in clauses (A) through (C) hereof being referred to as the “Accrued Rights”).

Following such termination of Executive’s employment by the Company for Cause, except as set forth in this Section 5(b)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(iv)

If Executive resigns for any reason other than Good Reason, provided that Executive will be required to comply with the Notice Period requirement in Section 5(a), Executive shall be entitled to receive the Accrued Rights. During the Notice Period and subject to the following sentence, Executive shall continue to perform Executive’s duties and obligations under Section 2 hereto as reasonably requested by the Company. In lieu of all or any portion of the Notice Period, the Company, at its sole election, may elect either to (x) pay to Executive the Base Salary in lieu of notice (in which case,

Executive’s employment shall terminate on the date so elected by the Company) or (y) place Executive on “garden leave” (such period, if elected, the “Garden Leave Period”). If such Garden Leave Period is elected by the Company, then during the Garden Leave Period, Executive shall (x) remain an employee of the Company but not be required to perform any duties for the Company or attend work and (y) be eligible for continued Base Salary and medical benefits, but no other compensation, including no incentive compensation, commissions, or new equity incentive awards. Following such resignation by Executive for any reason other than Good Reason, except as set forth in this Section 5(b)(iv), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(c)

Disability or Death.

(i)

The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company at a time when Executive has a Disability, with immediate effect and (B) shall terminate automatically upon Executive’s death.

(ii)

For purposes of this Agreement, “Disability” shall mean any medically determinable physical or mental impairment resulting in Executive’s inability to engage in any substantial gainful activity, where such impairment is expected to result in death or is expected to last for a continuous period of inability to engage in any substantial gainful activity of not less than 12 months. The Company and Executive shall reasonably cooperate with each other if a question arises as to whether Executive has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company, which such selection is subject to consent of Executive (not to be unreasonably conditioned, withheld or delayed), and authorizing such medical doctors and other health care specialists to discuss Executive’s condition with the Company).

(iii)

Upon termination of Executive’s employment hereunder as a result of Executive’s death or by the Company at a time when Executive has a Disability, Executive or Executive’s estate, survivors or beneficiaries (as the case may be) shall be entitled to receive:

(A)

the Accrued Rights;

(B)

any Bonus earned, but unpaid, in respect of any completed bonus period as of the date of termination, paid in accordance with Section 3(b) (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Company, in which case such payment shall be made in accordance with the terms and conditions of such deferred compensation arrangement) (the “Prior Bonus”); and

(C)

subject to Executive’s continued compliance with the RCA, and the execution and non-revocation of the Release by Executive or Executive’s estate, survivors or beneficiaries (as the case may be), no later than two and one-half months after the end of the applicable performance period, a pro-rata portion

of the Bonus payable for such performance period in which such termination occurs, based on the achievement of the actual performance objectives and targets for such performance period and a fraction, the numerator of which is the number of days during such performance period up to and including the date of termination of Executive’s employment and the denominator of which is the number of days in such performance period (the “Pro-Rated Bonus”).

Following such termination of Executive’s employment hereunder as a result of Executive’s death or by the Company at a time when Executive has a Disability, except as set forth in this Section 5(b)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(d)

By the Company Without Cause (other than by reason of death or Disability); Resignation by Executive for Good Reason

(i)

If Executive’s employment is terminated by the Company without Cause (other than as described in Section 5(b)(i)) or by Executive for Good Reason, Executive shall be entitled to receive:

(A)

the Accrued Rights;

(B)

any Prior Bonus; and

(C)

subject to Executive’s continued compliance with the RCA, and the execution and non-revocation of the Release, (i) an amount equal to 12 months of then-current Base Salary (which, for the avoidance of doubt, shall be the Base Salary without giving effect to any reduction that gives rise to a resignation by Executive for Good Reason hereunder), less applicable withholdings and paid in equal monthly installments in accordance with the Company’s standard payroll practices for 12 months following the date of termination; (ii) a Pro-Rated Bonus and (iii) if Executive elects continuation of Executive’s medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Executive’s coverage and participation under the Company Group’s medical and dental benefit plans in which Executive was participating immediately prior to termination of employment pursuant to this Section 5(d)(i) (“Medical and Dental Benefits”) shall continue at the same cost to Executive as the cost for the Medical and Dental Benefits immediately prior to such termination until the earlier of (x) the 12-month anniversary of the date of termination or (y) the date on which Executive becomes eligible for medical and/or dental coverage from Executive’s subsequent employer (it being understood that such continuation of coverage may be made by paying Executive a series of monthly payments sufficient, after payment of federal, state and local income taxes, to pay the applicable portion of the monthly COBRA premium). Executive may choose to continue the Medical and Dental Benefits under COBRA at Executive’s own expense, if any, of the period required by law.

Following such termination of employment without Cause by the Company or a resignation by Executive for Good Reason, except as set forth in this Section 5(d)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(ii)

For purposes of this Agreement, “Good Reason” shall mean any of the following, without Executive’s prior written consent: (A) a material decrease in Executive’s Base Salary or Target Bonus (except for an across-the-board reduction that applies to all other similarly situated executives of the Company) or failure to pay Base Salary or the Bonus when due; (B) a material diminution to Executive’s title as in effect on the Effective Date or a material diminution in Executive’s duties, responsibilities or authorities (other than temporarily while physically or mentally incapacitated or as required by applicable law), measured in the aggregate; or (C) a relocation of Executive’s principal place of employment to any location that is more than 50 miles from the New York, New York metropolitan area; provided, that no event or condition described in clauses (A) – (C) above will constitute Good Reason unless (x) Executive gives the Company written notice of such event or condition giving rise to Good Reason within 30 days after Executive first learns of such event or condition, (y) the Company fails to cure such event or condition within 30 days after receipt of such notice and (z) Executive resigns from employment within 30 days following the expiration of such cure period.

(e)

Release. Amounts payable to Executive under Section 5(c)(iii)(B) and Section 5(c)(iii)(C) or Section 5(d)(i)(B) and Section 5(d)(i)(C) (the “Conditioned Benefits”) are subject to (i) Executive’s (or Executive’s estate’s) execution and non-revocation of a release of claims, substantially in the form attached hereto as Exhibit I (the “Release”), within 60 days following the date of termination and (ii) the expiration of any revocation period contained in such Release. Further, to the extent that any of the Conditioned Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or the 60‑day period following the date of termination begins in one calendar year and ends in a second calendar year, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release as set forth herein, shall not be made until the first regularly scheduled payroll date following such 60th day (regardless of when the Release is delivered), after which any remaining Conditioned Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein.

(f)

Notice of Termination; Board/Committee Resignation. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) pursuant to Section 5 of this Agreement shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from any Company Group member’s board of directors (and any committees thereof) and the board of directors or comparable

governing bodies (and any committees thereof) of any other Company Group member. Failure to provide such resignation within 10 business days following the Company’s request shall result in forfeiture of the amounts otherwise payable under Section 5(d)(i)(other than the Accrued Rights).

(g)

Suspension. If the Company has reasonable grounds to believe that an event constituting “Cause” may have occurred, the Company shall have the right to suspend any or all of Executive’s duties, functions, responsibilities or authorities, or require Executive to take “garden leave” for such reasonable period and on such terms as it considers appropriate, including a requirement that Executive shall not be present on the Company’s premises or contact any of its suppliers, clients, business relations, customers or staff. Any suspension and/or garden leave pursuant to this Section 5(g) will be on full pay, and Executive’s benefits under this Agreement will continue to be provided.

Restrictive Covenant Agreement. Concurrent with the execution of this Agreement, Executive shall execute and deliver the Employee Restrictive Covenant, Arbitration, And Class Action Waiver Agreement, in the form attached hereto as Exhibit II (the “RCA”). Executive acknowledges and agrees that (a) Executive shall be bound by the terms of the RCA and (b) the provisions of the RCA shall survive the termination of Executive’s employment and the termination of the Employment Term, as set forth in the RCA. Upon any breach of the RCA, Executive shall promptly return to the Company Group upon request all cash payments made to Executive pursuant to Section 5 (if any), less any amounts paid by Executive as taxes in respect of such payments (unless such taxes are actually recovered by Executive from any applicable U.S. federal, state or local governmental or law enforcement branch, agency or entity (or similar bodies of relevant foreign jurisdictions), in which case such tax amounts also shall be returned to the Company Group).

Miscellaneous.

(a)

Indemnification; Directors’ and Officers’ Insurance. The Company shall indemnify and hold Executive harmless from and against any and all liabilities, obligations, losses, damages, fines, taxes and interest and penalties thereon (other than taxes based on fees or other compensation received by Executive from the Company), claims, demands, actions, suits, proceedings (whether civil, criminal, administrative, investigative or otherwise), costs, expenses and disbursements (including reasonable and documented legal and accounting fees and expenses, costs of investigation and sums paid in settlement) of any kind or nature whatsoever (collectively, “Claims and Expenses”), which may be imposed on, incurred by or asserted at any time against Executive that arises out of or relates to Executive’s service as an officer, director or employee, as the case may be, of any Company Group member, or Executive’s service in any such capacity or similar capacity with an affiliate of the Company Group or other entity at the request of the Company Group; provided, that Executive shall not be entitled to indemnification hereunder against any Claims or Expenses that are finally determined by a court of competent jurisdiction to have resulted from any act or omission that (i) is a criminal act by Executive or that Executive had no reasonable cause to believe was lawful or (ii) constitutes fraud or willful misconduct by Executive. The Company shall pay the expenses (including reasonable legal fees and expenses and costs of investigation) incurred by Executive in defending any such claim, demand, action, suit or proceeding as such expenses are incurred by Executive and in advance of

the final disposition of such matter; provided, that Executive undertakes to repay such expenses if it is determined by agreement between Executive and the Company or, in the absence of such an agreement, by a final judgment of a court of competent jurisdiction that Executive is not entitled to be indemnified by the Company Group. The Company (or other Company Group member) will maintain directors’ and officers’ insurance providing coverage in such scope and subject to such limits as the Company determines, in its discretion, is appropriate, but in all cases such scope and limitations will apply to Executive in the same manner as applies to all other C-suite executives of the Company generally.

(b)

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles thereof that would direct the application of the law of any other jurisdiction.

(c)

Jurisdiction; Venue. Subject to Section 7(d), below, each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any federal or state court sitting in the State of Delaware over any suit, action or proceeding arising out of or relating to this Agreement and each of the parties agrees that any action relating in any way to this Agreement must be commenced only in the courts of Delaware, federal or state. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail, return receipt requested, or by recognized overnight courier service, to the address of such party set forth in Section 7(k).

(d)

Arbitration.

(i)

Any dispute or controversy as to the interpretation or enforceability of this Agreement or any other agreement entered into between the Company and Executive or any claim or cause of action of any of the Parties thereto against the other relating to Executive’s employment or the termination thereof shall be resolved by binding arbitration with the American Arbitration Association (“AAA”) pursuant to its rules for the resolution of employment disputes. Included within this arbitration provision are claims under Title VII of the Civil Rights Act of 1964, Chapter 21 of the Texas Labor Code, the Texas Commission on Human Rights Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, any state or local law prohibiting discrimination in employment, the Employee Polygraph Protection Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, any federal civil rights act, as well as claims for retaliation for filing a wage claim or a worker’s compensation claim, wrongful failure or refusal to hire or promote, wrongful termination, breach of contract, slander, libel, invasion of privacy, intentional infliction of emotional distress, tortious interference with contractual or other relations, assault or any other cause of action. This provision applies to complaints concerning hiring, discharge, promotion, transfer, lay-off, wages, harassment, retaliation, work assignments, reasonable accommodations required by law, breach of contract, or any other term or condition of employment. These provisions apply to claims whether made against the Company, or

against any of its affiliates, agents, representatives and/or employees. This Agreement to arbitrate does not apply to claims for worker’s compensation or unemployment benefits.

(ii)

Arbitration is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. If for any reason these arbitration provisions are deemed by a court to not be enforceable under the Federal Act, they will be enforced under the Texas General Arbitration Act.

(iii)

The arbitration shall be held in Austin, Texas before one arbitrator who shall be selected in accordance with the provisions of the AAA rules. The decision of the arbitrator shall be final and binding and neither party shall have the right to appeal the substantive findings of the arbitrator. Both parties agree to keep strictly confidential and not to make any public disclosures concerning any claim for arbitration or the arbitration itself, except as may be required or allowed by law. Anything herein to the contrary notwithstanding, this provision shall not prohibit nor limit any party’s right to apply to a court of competent jurisdiction for ancillary or injunctive relief prior to or during the pending of the arbitration.

(iv)

There will be no right or authority for any dispute to be brought, heard or arbitrated as a class action and/or as a collective action (the “Class Action Waiver”). Nor shall any arbitrator have the authority to hear or arbitrate any such dispute, regardless of any other language in this Agreement, or any provision of any of the rules or procedures of the AAA that might otherwise apply including, without limitation, the AAA Supplemental Rules for Class Action Arbitration. No arbitrator shall have the right to interpret the extent, applicability and/or enforceability of this Class Action Waiver. Any issue or dispute as to whether this Agreement permits such class and/or collective action arbitration shall be resolved and/or interpreted solely by a court of competent jurisdiction.

(e)

Entire Agreement; Amendments. This Agreement (including, without limitation, the RCA, the schedules and exhibits attached hereto) contains the entire understanding of the parties with respect to the employment of Executive by any member of the Company Group, and supersedes all prior agreements and understandings (including, without limitation, the Offer Letter between Executive and the Company, dated as of July 21, 2020, the Prior Agreement, and any verbal agreements or understandings) between Executive and any member of the Company Group regarding the terms and conditions of Executive’s employment with the Company Group, with the exception of any applicable prior invention assignment or the protections that exist under the terms of any applicable long term incentive plan (or any earned compensation, including under any retirement or deferred compensation plans). There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement (including, without limitation, the exhibits attached hereto) may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(f)

No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or

deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(g)

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided herein and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to any Company Group member. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, and such payments shall not be reduced by any compensation or benefits received from any subsequent employer (except as provided for in Section 5(d)(i)(C)(iii)), self-employment or other endeavor.

(h)

Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(i)

Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is a successor in interest (“Successor”) to all or any parties of the business operations of the Company, or to any Company Group member. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such Successor.

(j)

Compliance with Code Section 409A.

(i)

The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A, the Company shall, after consulting with and receiving the approval of Executive, reform such provision in a manner intended to avoid the incurrence by Executive of any such additional tax or interest.

(ii)

A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred for proposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) of the Treasury Regulations.

(iii)

Any provision of this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service, the Company determines that Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (x) six months and one day after such separation from service and (y) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7(j) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to Executive in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iv)

Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including that (A) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (B) the amount of expenses eligible for reimbursement, or in‑kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in‑kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (C) Executive’s right to have the Company pay or provide such reimbursements and in‑kind benefits may not be liquidated or exchanged for any other benefit.

(v)

For purposes of Code Section 409A, Executive’s right to receive any installment payments shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A.

(k)

Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company:

Bumble Trading LLC

1105 W. 41st Street, Suite A

Austin, TX 78756

Attention: Chief Legal and Compliance Officer

with a copy (which shall not constitute notice) to:

Blackstone Inc.

345 Park Avenue

New York, New York 10154

Attention: Martin J. Brand

Jon Korngold

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: Gregory T. Grogan

If to Executive:

To the most recent address of Executive set forth in the personnel records of the Company.

(1)

Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of the terms of any employment agreement or other agreement or written policy to which Executive is a party or otherwise bound. Executive hereby further represents that Executive is not subject to any restrictions on Executive’s ability to solicit, hire or engage any employee or other service provider or that could restrict the ability of Executive to perform Executive’s duties hereunder. Executive agrees that the Company is relying on the foregoing representations in entering into this Agreement and related equity-based award agreements.

(m)

Cooperation. Executive shall provide Executive’s reasonable cooperation in connection with any pending claim, litigation, regulatory or administrative proceeding involving any Company Group member (or any appeal from any action or proceeding) arising out of or related to the period when Executive was employed by any Company Group member. In the event that Executive’s cooperation is requested after the termination of Executive’s employment, the applicable Company Group member shall (i) use its reasonable efforts to minimize interruptions to Executive’s personal and professional schedule and (ii) reimburse Executive for all reasonable and appropriate out-of-pocket expenses actually incurred by Executive in connection with such cooperation upon reasonable substantiation of such expenses. Executive agrees to promptly inform the Company Group if (i) Executive becomes aware of any claims that

may be filed or threatened against the Company Group or its affiliates, other than as may be filed by Executive and (ii) to the extent Executive is legally permitted, if Executive is asked to assist in any investigation of the Company Group or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company Group or its affiliates with respect to such investigation, and shall not do so unless legally required.

(n)

Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(o)

Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signatures Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


BUMBLE TRADING LLC

/s/ Whitney Wolfe Herd
By:		Whitney Wolfe Herd
Title:		Authorized Signatory

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


EXECUTIVE

/s/ Anuradha Subramanian
Anuradha Subramanian

Exhibit I

RELEASE AND WAIVER OF CLAIMS

This Release and Waiver of Claims (“Release”) is entered into and delivered to Bumble Trading LLC (the “Company”) as of this ___ day of _________, 20__, by Anuradha Subramanian (the “Executive”). Executive agrees as follows:

The employment relationship between the Executive and the Company and its subsidiaries and affiliates, as applicable, terminated on the ___ day of _______, 20__ (the “Termination Date”) pursuant to Section 5 of the Amended and Restated Employment Agreement between the Company and the Executive dated September ___, 2022 (“Employment Agreement”).

In consideration of the Company’s payment/provision of the Conditioned Benefits (as defined in the Employment Agreement (collectively, as applicable, the “Separation Terms”) and this Release, the sufficiency of which the Executive hereby acknowledges, the Executive, on behalf of the Executive and the Executive’s agents, representatives, attorneys, administrators, heirs, executors and assigns (collectively, the “Employee Releasing Parties”), hereby releases and forever discharges the Company Released Parties (as defined below), from all claims, charges, causes of action, obligations, expenses, damages of any kind (including attorney’s fees and costs actually incurred) or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date of this Release, arising from or relating to the Executive’s employment or termination from employment with the Company or otherwise, including a release of any rights or claims the Executive may have under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Older Workers Benefit Protection Act; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993; Section 1981 of the Civil Rights Act of 1866; Section 1985(3) of the Civil Rights Act of 1871; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; any other federal, state or local laws against discrimination; or any other federal, state, or local statute, regulation or common law relating to employment, wages, hours, or any other terms and conditions of employment. This includes a release by the Executive of any and all claims or rights arising under contract (whether written or oral, express or implied), covenant, public policy, tort or otherwise. For purposes hereof, “Company Released Parties” shall mean the Company and any of its past or present employees, agents, insurers, attorneys, administrators, officials, directors, shareholders, divisions, parents, members, subsidiaries, affiliates, predecessors, successors, employee benefit plans, and the sponsors, fiduciaries, or administrators of the Company’s employee benefit plans.

The Executive acknowledges that the Executive is waiving and releasing rights that the Executive may have under the ADEA and other federal, state and local statutes contract and the common law and that this Release is knowing and voluntary. The Executive and the Company agree that this Release does not apply to any rights or claims that may arise after the date of execution by the Executive of this Release. The Executive acknowledges that the consideration given for this Release is in addition to anything of value to which the Executive is already entitled. The Executive further acknowledges that the Executive has been advised by this writing that: (i) the Executive should consult with an attorney prior to executing this Release; (ii) the Executive has up to 21 days within which to consider this Release, although the Executive may, at the Executive’s discretion, sign and return this Release at an earlier time, in which case the Executive waives all rights to the balance of this 21 day review period; and (iii) for a period of seven days following the execution of this Release in duplicate originals, the Executive may revoke this Release in writing delivered to the Board of Directors of the Company, and this Release shall not become effective or enforceable until the revocation period has expired.

This Release does not release the Company Released Parties from (i) any obligations due to the Executive under the Separation Terms, (ii) any rights the Executive has to indemnification by the Company and to directors and officers liability insurance coverage, (iii) any vested rights the Executive has under the Company’s employee pension benefit and group healthcare benefit plans as a result of the Executive’s actual service with the Company, (iv) any fully vested and nonforfeitable rights of the Executive as a shareholder or member of the

Company or its affiliates, (v) any rights of the Executive pursuant to any equity or incentive award agreement with the Company, or (vi) any rights which cannot be waived by an employee under applicable law.

This Release is not an admission by the Company Released Parties or the Employee Releasing Parties of any wrongdoing, liability or violation of law.

The Executive represents and warrants that the Executive has not filed any action, complaint, charge, grievance, arbitration or similar proceeding against the Company Released Parties.

The Executive waives any right to reinstatement or future employment with the Company following the Executive’s separation from the Company on the Termination Date.

The Executive shall continue to be bound by the restrictive covenants contained in the Employment Agreement.

This Release shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflict of laws.

10.

This Release represents the complete agreement between the Executive and the Company concerning the subject matter in this Release and supersedes all prior agreements or understandings, written or oral. This Release may not be amended or modified otherwise than by a written agreement executed by the Executive and the Company or their respective successors and legal representatives.

11.

Each of the sections contained in this Release shall be enforceable independently of every other section in this Release, and the invalidity or unenforceability of any section shall not invalidate or render unenforceable any other section contained in this Release.

12.

The Executive acknowledges that the Executive has carefully read and understands this Release, that the Executive has the right to consult an attorney with respect to its provisions and that this Release has been entered into knowingly and voluntarily. The Executive acknowledges that no representation, statement, promise, inducement, threat or suggestion has been made by any of the Company Released Parties to influence the Executive to sign this Release except such statements as are expressly set forth herein or in the Employment Agreement.

The Executive has executed this Release as of the day and year first written above.

EXECUTIVE

Anuradha Subramanian

Exhibit II

RCA

EMPLOYEE RESTRICTIVE COVENANT, ARBITRATION, AND CLASS ACTION WAIVER AGREEMENT

In consideration of my employment by Bumble Trading LLC, its subsidiaries, parents, affiliates, successors and assigns (together, the “Company”), my receipt of Company confidential information and my involvement in customer relationships, my receipt of shares and equity-based awards in the Company, and other valuable consideration described herein, I hereby enter into this Employee Restrictive Covenant, Arbitration, and Class Action Waiver Agreement (the “Agreement”), and agree as follows:

Nondisclosure.

1.1.

Definition of Proprietary Information. As used in this Agreement, the term “Proprietary Information” shall mean any and all non-public, confidential or proprietary information, ideas, knowledge, data and materials of or about the Company or any of its customers, clients, users, contractors, consultants, agents, vendors, or suppliers, whether having existed, now existing, or to be developed during my employment. By way of illustration but not limitation, Proprietary Information includes (a) trade secrets, inventions (whether or not patentable), mask works, ideas, processes, equipment, technical data, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all Proprietary Rights therein; (b) information, ideas, or materials of a business nature, such as information relating to research activities, existing product lines or development of new product lines, marketing and selling, business plans, budgets and non-public financial statements and information, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies, market analyses, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods of conducting Company business, suppliers and supplier information, purchasing, any proposals relating to the acquisition or disposal of a company, division or business or to any proposed expansion or contraction of activities, sources of capital, banking, financial and investment strategy and other proprietary features of the Company; (c) information regarding customers and potential customers of the Company, including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by the Company, proposals, bids, contracts, the type and quantity of products and services provided or sought to be provided to customers and potential customers of the Company and other non-public information relating to customers and potential customers; (d) information regarding personnel, employee lists, and employee skills; (e) information regarding directors, officers, managers, or consultants; (f) information regarding contractors, consultants, agents, vendors, or suppliers of the Company, including talent agencies and talent performing services for the Company; and (g) any other non-public information which a competitor of the Company could use to the competitive disadvantage of the Company. I acknowledge that Proprietary Information may be in written, graphic, oral or electronic form, or otherwise made known to me (in each case, whether or not marked “Confidential”). For the avoidance of doubt, Proprietary Information shall include all information that identifies, could be used to identify or is otherwise related to an individual person (together with any definition for “personal information,” “personal data” or any similar term provided by applicable law, “Personal

Information”) that is received, collected, stored, accessed or otherwise processed by or on behalf of the Company.

1.2.

Exceptions to Proprietary Information. Notwithstanding the foregoing and except with respect to any Personal Information, I understand that Proprietary Information does not include information that (a) is or becomes generally available to the public other than by disclosure by me in violation of this Agreement and based on affirmative and authorized actions taken by the Company, (b) was within my possession without obligation of confidentiality prior to being furnished to me by the Company, as shown by written records, (c) becomes available to me on a non-confidential basis other than by any means in violation of this Agreement or any other duty owed to the Company by any person or entity, or (d) is independently developed by me without the use of Proprietary Information.

1.3.

Protection of Proprietary Information. I understand and acknowledge that, in consideration for the covenants contained in this Agreement, the Company promises to provide me with unique access to and the ability to create Proprietary Information, and I understand and acknowledge that the Company previously was under no obligation to provide me with access to any Proprietary Information. I further understand and acknowledge that my employment by the Company creates a relationship of confidence and trust with respect to the Proprietary Information and that the Company has a protectable interest therein. Therefore, at all times both during my employment and following termination thereof for any reason, I will hold in strictest confidence and will not disclose, use, duplicate, sell, lecture upon or otherwise publish any of the Proprietary Information, except as may be required in connection with my work for the Company, or unless an authorized officer of the Company expressly authorizes such in writing prior to any such disclosure. I will obtain the Company’s prior written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at the Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company. I will take all reasonable precautions to prevent the inadvertent or accidental disclosure of Proprietary Information.

1.4.

Third Party Information. I understand, in addition, that the Company has received, and in the future will receive, confidential and/or proprietary knowledge, data, or information from third parties (“Third Party Information”), subject to a duty on the Company’s part to maintain the confidentiality of such Third Party Information and to use it only for certain purposes. At all times during my employment and following termination thereof for any reason, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use any Third Party Information, except in connection with my work for the Company and consistent with the Company’s agreement with such third party.

1.5.

Permitted Disclosures.

(a)

I understand that nothing in this Agreement prohibits or restricts me (or my attorney) from filing a charge or complaint with the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other securities regulatory agency or authority, the Occupational Safety and Health Administration (OSHA), any other self-regulatory organization, or any other federal or state regulatory authority (“Government

Agencies”). I further understand that this Agreement does not limit my ability to communicate, without notice to the Company, with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency in connection with reporting a possible securities law violation. This Agreement does not limit my right to receive an award for information provided to any Government Agencies or to otherwise make disclosures relating thereto to any such Governmental Agency that are protected under the whistleblower provisions of any such law or regulation. I understand that the disclosures permitted in accordance with this provision require that (i) such communications and disclosures are consistent with applicable law and made in good faith and (ii) the information subject to such disclosure was not obtained by me through a communication that was subject to the attorney-client privilege or the attorney work product doctrine, unless such disclosure of that information would otherwise be permitted by an attorney pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise. In addition, I understand that nothing in this Agreement in any way prohibits or is intended to restrict or impede and shall not be interpreted or understood as restricting or impeding, me from exercising my rights under Section 7 of the National Labor Relations Act (NLRA) or from exercising protected rights to the extent that such rights cannot be waived by agreement, or otherwise disclosing information as permitted by law.

(b)

I understand that I am hereby notified, pursuant to the Defend Trade Secrets Act of 2016, that I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, I understand that if I file a lawsuit for retaliation by an employer for reporting a suspected violation of law, I may disclose the trade secret to my attorney and use the trade secret information in the court proceeding, provided that I file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order.

1.6.

Term of Nondisclosure Restrictions. I understand that my obligations of confidentiality set forth in this Section 1 are without limitation in time.

Assignment of Inventions.

2.1.

Proprietary Rights. The term “Proprietary Rights” shall mean any and all present and future worldwide intellectual property rights and other proprietary rights (whether statutory, common law or otherwise), including trade secrets, patents, patent rights, copyrights, works of authorship, Moral Rights (as defined below), trademarks, service marks, mask works rights, all other intellectual property or proprietary rights throughout the world, all applications, registrations, issuances, extensions, renewals, reversions, provisionals and rights to claim priority for any of the foregoing, all goodwill associated with any of the foregoing, and all rights related to any of the foregoing, including all rights to sue, enforcement rights and rights to collect for past, current or future infringement or other violation of any of the foregoing.

2.2.

Prior Inventions. I have set forth on Exhibit A (Prior Inventions) attached hereto a complete list of all inventions, original works of authorship, developments, improvements and trade secrets that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties,

and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company product, process, service or Company Invention without the Company’s prior written consent.

2.3.

Assignment of Inventions. Subject to Subsection 2.4, I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign, grant and convey to the Company (or its designee) all my right, title and interest in and to any and all Company Inventions (as defined below), and all Proprietary Rights with respect thereto, whether or not patentable or registrable under patent, copyright or similar statutes, made, conceived, created, discovered, developed, reduced to practice or learned by me, in whole or in part, either alone or jointly with others, during the period of my employment with the Company. I understand and agree that the decision whether or not to commercialize or market any Company Invention is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to me as a result of the Company’s efforts to commercialize or market any Company Invention. “Company Inventions” means all know-how, show-how, techniques, designs, trade secrets, confidential information, proprietary information, ideas, concepts, discoveries, developments, improvements, inventions (whether or not patented or patentable and whether or not reduced to practice), business materials, algorithms, application programming interfaces, routines, software and firmware (in any form, including source code and executable or object code), interfaces, uniform resource locators, websites, files, data, data collections and databases, instructions, design rules, programmer’s notes, diagrams, formulae, works of authorship, content, processes, protocols, trademarks (including brand names, product names, logos, domain names and slogans), formulations, recipes, methods, methodologies, network configurations and architectures, schematics, specifications, tools, work product, any media on which any of the foregoing is recorded, any other tangible embodiments of any of the foregoing and all devices, prototypes, hardware, equipment, development tools and test systems made, conceived, created, discovered, developed, reduced to practice or learned by me, in whole or in part, and either alone or jointly with others that (a) relate to the Company’s actual or anticipated business, research or development, (b) result from or are connected with work performed by me for the Company, or (c) result from the use of the Company’s equipment, supplies, facilities or Proprietary Information.

2.4.

Unassigned or Nonassignable Inventions. I recognize that this Agreement will not be deemed to require assignment of any Company Invention that I developed entirely on my own time without using the Company’s equipment, supplies, facilities or Proprietary Information (an “Other Invention”), except for those Other Inventions that either (a) relate to the Company’s actual or anticipated business, research or development, or (b) result from or are connected with work performed by me for the Company. I agree that I will not incorporate, or permit to be incorporated, any Other Invention into a Company product, process, service or Company Invention without the Company’s prior written consent.

2.5.

License to Prior Inventions and Other Inventions. Notwithstanding any other provision in this Agreement, if, in the course of my employment with the Company, I incorporate a Prior Invention or an Other Invention into a (a) Company product, process, service or (b) Company Invention, I hereby grant to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, freely-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees), under such Prior Inventions or Other Inventions, to (w) reproduce, modify, create derivative works of and works based upon, display, execute, distribute, publicly perform, publicly display, digitally transmit, use, make available and otherwise exploit such Prior Inventions or Other Inventions in any medium or format, whether now known or hereafter discovered; and (x) use, construct, make, have made, sell, offer for sale, import, export and otherwise exploit any software, data, web site, platform, product or service based on, embodying, incorporating, practicing or derived from the Prior Inventions or Other Inventions; (y) exercise any and all other present or future rights in such Prior Inventions or Other Inventions; and (z) practice any method related thereto or perform any process necessary or useful in connection with the exercise of any of the foregoing license rights.

2.6.

Ownership of Work Product; Works Made for Hire. I acknowledge and agree that the Company will exclusively own all work product that is made by me (solely or jointly with others) within the scope of my employment, and I hereby irrevocably and unconditionally assign to the Company all right, title, and interest worldwide in and to such work product. I acknowledge and agree that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101). I understand and agree that I have no right to publish on, submit for publishing, or use for any publication, any work product protected by this section, except as necessary to perform services for the Company.

2.7.

Moral Rights. The assignment of the Company Inventions and Proprietary Rights hereunder includes all Moral Rights (as defined below) in relation to such Company Inventions and Proprietary Rights and all uses thereof, together with all claims for damages or other remedies asserted on the basis of any Moral Rights. To the extent such Moral Rights cannot be assigned under applicable law and to the fullest extent allowed by law, I hereby unconditionally and irrevocably waive absolutely such Moral Rights. If I am unable to assign or waive any such Moral Rights in a jurisdiction, I hereby unconditionally and irrevocably consent to any action by or on behalf of the Company that would violate such Moral Rights in the absence of such waiver or consent and do not and will not assert any Moral Rights in relation thereto. “Moral Rights” means any right to be identified as author or director or to object to any derogatory treatment, distortion, mutilation or other modification in relation to a work (whether or not such action would be prejudicial to the author’s reputation), any right of paternity, attribution, non-false attribution, integrity, disclosure or withdrawal or any other similar right, existing under common or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

2.8.

Obligation to Keep Company Informed. For the duration of my employment and for one (1) year after termination of my employment with the Company, regardless of the reason for my termination, I will promptly disclose to the Company fully and in writing all Company Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by

me or on my behalf within one (1) year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Company Inventions that I believe fully qualify for protection under the provisions of a Specific Inventions Law and will provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Company Inventions that qualify fully for protection under a Specific Inventions Law. I will preserve the confidentiality of any Company Invention that does not fully qualify for protection under a Specific Inventions Law.

2.9.

Enforcement of Proprietary Rights. I will assist the Company (or its designee) in every proper way to secure, obtain, and from time to time enforce, the Company’s United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company (or its designee) may reasonably request for use in applying for, obtaining, recording, perfecting, evidencing, sustaining, defending and enforcing such Proprietary Rights and the assignment thereof and otherwise carry out the purposes of this Agreement. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company (or its designee). My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me for any reasonable and documented out-of-pocket expenses that I incur in taking such actions. In the event the Company is unable for any reason, after reasonable effort, to secure my signature with respect to any of the foregoing documents, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify and file any such applications and to do all other lawfully permitted acts to further the prosecution, issuance, maintenance or transfer of any Proprietary Rights or to otherwise carry out the purposes of this Agreement with the same legal force and effect as if executed by me. I hereby waive any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned under this Agreement to the Company.

Records. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Proprietary Information or Company Inventions made or developed by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times.

Non-Disparagement. I agree that during the term of my employment with the Company, and continuing for all time after my employment ends for any reason, I shall not make, publish, or communicate, publicly or privately, verbally or in writing, directly or indirectly, any (a) false remarks, comments, or statements concerning the Company or its business, products, officers, directors, managers, founders, contractors, consultants, agents, or employees or (b) defamatory, derogatory or disparaging remarks, comments, or statements concerning the Company, or any of its products, officers, directors, managers, founders, contractors, consultants, agents, or employees. Nothing in this provision shall prevent me from responding accurately and fully to any request for information to which I am required to respond by legal process or in connection with any administrative, investigatory, or other proceedings conducted by a governmental or

regulatory agency. Additionally, nothing in this provision shall prevent, restrict or impede me from (x) exercising protected rights to the extent that such rights cannot be waived by agreement, (y) making any statements as reasonably required in connection with my employment or as part of my job duties and responsibilities, or (z) interfering with, restraining, or preventing employee communications regarding wages, hours or other terms and conditions of employment as expressly permitted pursuant to the National Labor Relations Act. Nothing in this agreement prevents me from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination. Conduct permitted by Section 1.5 shall not be deemed to violate this section.

No Solicitation. I agree and understand that the Company invests substantial time, effort and resources in creating and maintaining customer and/or potential customer relationships, and that I will be provided with access to Proprietary Information that provides me with special and unique insight into and knowledge of these customer and/or potential customer relationships. I further agree and understand that the Company invests substantial time, effort and resources in recruiting, hiring or engaging, and retaining its employees, contractors, consultants, agents, vendors, and suppliers, and that I will be provided with access to Proprietary Information that provides me with special and unique insight into and knowledge of these relationships. I understand and acknowledge that, in exchange for the promises set forth in this Agreement and other valuable consideration, the Company is agreeing to provide me with access to this Proprietary Information and these relationships. Accordingly, I agree that during the period of my employment and for the twelve (12) month period after the date my employment ends for any reason, I will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or indirectly, except on behalf of the Company:

5.1.

solicit, induce, encourage, influence, or attempt to solicit, induce, encourage, or influence, any employee of the Company, with whom I interacted directly or indirectly during my employment with or work for the Company for purposes of transacting business or about whom I had access to Proprietary Information during my employment with or work for the Company, to impact or influence the terms and conditions of his or her employment relationship with the Company; provided, however, that this restriction will not keep me from hiring any person who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, radio or internet database, or efforts by any recruiting or employment agencies, not specifically directed at employees of the Company;

5.2.

solicit, induce, encourage, influence, or attempt to solicit, induce, encourage, or influence, any customer and/or potential customer, contractors, consultants, agents, vendors, or suppliers of the Company, including influencers, talent agencies, and talent performing services for the Company (the “Restricted Persons or Entities”) to terminate, diminish, reduce, or alter in any manner that negatively impacts the Company or its relationship with the Company;

The parties agree that for purposes of this Agreement, a “Restricted Person or Entity” is any person or entity (a) who or which, at any time during the one (1) year prior to the date my employment with the Company ends, contracted for or in connection with, was billed for or in connection with, or received from the Company any product, service, or process, or was solicited by the Company to contract or bill for or in connection with or receive any product, service, or process, and (b) with whom or which I interacted directly or indirectly during my employment

with or work for the Company for purposes of transacting business or about whom or which I had access to Proprietary Information during my employment with or work for the Company.

Non-Compete. During the duration of my employment with the Company and for a period of one (1) year following termination thereof for any reason, I will not, directly or indirectly, whether for myself or for any other person or entity, and whether as an officer, director, employee, consultant, proprietor, principal, shareholder, independent contractor, owner, manager, member, partner, or in any other capacity whatsoever (a) undertake or have any interest in (other than holding 1% or less of the voting capital stock of any corporation with a class of equity securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended), or (b) solicit, perform, or provide, or attempt to perform or provide, Conflicting Services (as such term is defined below) for, any Competitor in the United States; nor will I assist, directly or indirectly, another person or entity to solicit, perform, or provide, or attempt to perform or provide, Conflicting Services to a Competitor anywhere in the United States.

For purposes of this Agreement, “Conflicting Services” means any product, service, or process, or the research and development thereof, of any person or organization other than the Company, that is substantially similar to or competitive with a product, service, or process, including the research and development thereof, of the Company with which I worked directly or indirectly during my employment with or work for the Company or about which I acquired Proprietary Information during my employment with or work for the Company.

For purposes of this Agreement, “Competitor” means any business activities, including any product, service or process or the research and development thereof in (A) the business of online, web-based or mobile-based matchmaking for dating or romance; (B) online, web-based or mobile-based interpersonal matchmaking, including but not limited to professional networking and friendship-making; or (C) any other line of business in which any the Company or any of its subsidiaries is engaged during my employment with the Company or in which any of the Company or its subsidiaries had demonstrable plans to engage while I was employed by the Company and of which I was aware. Notwithstanding the foregoing, this restriction under Section 6 shall not apply if my duties at any Competitor do not relate to the development, marketing or sale (or related strategies) of any product or service offered or provided by the Company or being actively developed by the Company; provided that I have delivered to the Company a written statement, confirmed by my prospective employer or consulting client, as the case may be, describing my duties and stating that such duties are consistent with my obligations under this Agreement.

Reasonableness of Restrictions.

7.1.

I agree that there is an enforceable agreement between myself and the Company pursuant to which the Company agrees to provide me with access to Proprietary Information and customer relationships, and pursuant to which I have been provided with shares or equity-based awards in the Company, as well as other good and valuable consideration the sufficiency of which I acknowledge. I further agree that these restrictive covenants, including those set forth in Sections 5 and 6, are ancillary to and part of the promises contained in this Agreement, and are necessary to protect the goodwill and legitimate interests of Company, including but not limited to the use and disclosure of the Proprietary Information. I acknowledge and agree that the restrictions set forth herein do not impose a greater restraint than is necessary to protect the goodwill and legitimate business interests of Company, and are not unduly burdensome to me,

and that nothing contained in this Agreement will prevent me from earning a living or pursuing my career, and that I have the ability to secure other non-competitive employment using my marketable skills. I acknowledge that my duties will encompass work for the Company throughout the world, given the nature of the Company’s products and services. As such, I expressly acknowledge and agree that my observance of the restrictive covenants contained in Sections 5 and 6 are reasonable as to scope, location, and duration and that such observation will not cause me any undue hardship.

7.2.

In the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, the Company and I agree that the court shall read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent allowed by law. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or illegal for any reason, the validity and enforceability of all of the remaining provisions hereof shall not be affected thereby. If any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such amendment to apply only to the operation of such provision in the particular jurisdiction in which such adjudication is made; provided that, if any provision contained in this Agreement shall be adjudicated to be invalid or unenforceable because such provision is held to be excessively broad as to duration, geographic scope, activity or subject, such provision shall be deemed amended by limiting and reducing it so as to be valid and enforceable to the maximum extent compatible with the applicable laws of such jurisdiction, such amendment only to apply with respect to the operation of such provision in the applicable jurisdiction in which the adjudication is made.

7.3.

I acknowledge that the restrictions set forth in Section 5 and 6 may be waived by the Company in its sole discretion, and without waiver of the Company’s position concerning the validity or enforceability of any of the terms in this Agreement, including but not limited to those in Section 5 and 6. If the Company chooses to waive any or all of my obligations under Sections 5 or 6, the Company will provide notice to me in accordance with this Agreement.

Legal and Equitable Remedies.

8.1.

I acknowledge and agree that the Company would be irreparably damaged if I were to breach or threaten to breach my obligations under Sections 1.3, 1.4, 2, 4, 5, and 6 of this Agreement, that monetary damages would be difficult or impossible to ascertain, and that any remedy at law would be inadequate. Therefore, notwithstanding any other provision contained herein to the contrary, including the arbitration provision set forth in Section 15 below, the Company will be entitled to seek injunctive, declaratory, or other equitable relief, including the right to seek specific performance and the right to seek from an appropriate court in Texas an immediate injunction and restraining order to prevent such breach or threatened breach or continued breach by me and/or any and all persons and/or entities acting for and/or with me, for any breach or threatened breach of Sections 1.3, 1.4, 2, 4, 5, and 6 of this Agreement without the necessity of proving actual monetary loss or posting a bond or other security. I shall not claim, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that an adequate remedy at law exists. I further acknowledge that this equitable relief shall not be the Company’s exclusive remedy for any breach of this Agreement, and that the Company will be entitled to seek any other relief or remedy that it may have by contract, statute, law, or otherwise.

8.2.

I understand and agree that if I breach any provision of Section 5 or 6 of this Agreement, then the twelve (12) month restricted period specified in such sections, if applicable, shall be tolled and shall be extended by the period of time during which I remain in breach.

8.3.

I agree that if the Company is successful in whole or in part in any legal or equitable action against me under this Agreement, the Company shall be entitled to payment of all costs, including reasonable attorney’s fees, from me, in addition to all other remedies available to it.

IT and Device Usage and Monitoring.

9.1.

I acknowledge and agree that I have no reasonable expectation of privacy in (a) any computer, technology system, network, email or instant messaging platform, handheld device, telephone, or other device, system or IT resource of the Company (“Company Device”) or any content, including any messages, material, data, documents, communications (including by phone, text, email, voicemail or instant message), postings (including on the internet and social media), usage patterns, downloads, logins, screen views, keystrokes or other information, including any such information that was previously deleted (“Content”), accessed, created, received or transmitted on, printed from, or stored on or recorded in any Company Device, or (b) any business-related Content accessed, created, received or transmitted on, printed from, or stored on or recorded in any personal electronic device (including phones, tablets and laptops) that is used to conduct business for or on behalf of the Company (“Mixed Use Device”). All Company Devices, including the Content stored thereon, and business-related Content on Mixed Use Devices is, at all times, the property of the Company. The Company reserves the right (but is not required) to monitor, record (including via use of software and systems that are capable of monitoring and recording all network traffic), access, disclose, inspect, retrieve, intercept, review, audit, search, copy, download, delete, take a forensic image of, and remotely wipe all Company Devices and Mixed Use Devices, including my personal content, without further notice to me and in the Company’s sole discretion, for any business-related purposes, including to ensure compliance with the Company’s software licenses and software licensing policies, for security reasons (including to protect the privacy or confidentiality of Company Content) or to ensure compliance with the law, any subpoena or court-order, or any other Company policies. The Company will use reasonable efforts to provide advance notice where possible prior to any remote wiping of Company Devices and Mixed Use Devices, and will take reasonable precautions to avoid the loss of your personal content if the device must be wiped.

9.2.

While the Company will strive to avoid accessing or monitoring personal content on Mixed Use Devices, I understand that separation is not always possible or practicable. I acknowledge and agree that the use of any Mixed Use Device is at my own risk and that the Company will not be responsible for any losses, damages or liability arising out of the use of any such device. Although the Company will use reasonable efforts to avoid the need to remotely wipe the entire contents of a Mixed Use Device, I acknowledge and agree that the Company may need to do so, including in the event of a data breach or loss of the device, and that it is my responsibility to regularly back up my personal content so that I do not lose personal information if my device is remotely wiped.

9.3.

I understand that I am not permitted to add any unlicensed, unauthorized, or non-compliant applications to any Company Device or Mixed-Use Device, including, without limitation, open source or free software not authorized by the Company, and that I shall refrain

from copying unlicensed software onto any such device or using non-licensed software or websites. I understand that it is my responsibility to review and comply with each of the Company’s policies governing use of Company Devices, Mixed Use Devices and Company Content, and I acknowledge that I have been provided with copies of such policies. I further agree that any property situated on the Company’s premises and owned by the Company is subject to inspection by the Company’s personnel at any time with or without notice.

10.

Return of Company Property. At the end of my employment for any reason or upon the Company’s request at any other time, I will deliver to the Company all Company Devices and Company Content, together with all copies thereof, and any other material containing or disclosing any Company Inventions (and Proprietary Rights related thereto), Third Party Information or Proprietary Information and sign and deliver the “Termination Certification” attached hereto as Exhibit B certifying that I have fully complied with the foregoing obligation. I agree that I will not copy, delete, or alter any information contained upon any Company Device or business-related information on any Mixed Use Device before I return it to the Company. In addition, if I have used any Mixed Use Device or any other personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including Proprietary Information, I agree to provide the Company with a computer-useable copy of all such information, including Proprietary Information, and then permanently delete and expunge such information from those devices and systems. Prior to the termination of my employment or promptly after termination of my employment for any reason, I will cooperate with Company in attending an exit interview.

11.

Notices. Any notices required or permitted under this Agreement will be given to the Company at its headquarters location at the time notice is given, labeled “Attention Chief People Officer,” and to me at my address as listed on the Company payroll, or at such other address as the Company or I may designate by written notice to the other. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier or express mail service receipt.

12.

No Conflicting Agreement or Obligation. I represent that I have no agreement or other legal obligation with any prior employer or any other person or entity that restricts my ability to perform my duties under this Agreement, and that I will not enter into any agreement, either written or oral, that restricts or conflicts with this Agreement. I represent that I have not, and agree that I will not, divulge to the Company any trade secrets or other proprietary information belonging to a previous employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality, unless consented to in writing by that former employer or person. I further acknowledge that I have read and understand this Agreement, that I am relying solely upon the contents of this writing in executing same, and that there are no other representations made by the Company whatsoever as an inducement to enter into this Agreement.

13.

Notifications Regarding New Employer.

13.1.

If I am offered employment or the opportunity to enter into any business venture or perform services, as owner, partner, manager, employee, contractor, consultant, or other

capacity while the restrictions described in Sections 5 and 6 of this Agreement are in effect, I agree to inform my potential employer, partner, co-owner and/or others involved in managing the business with which I have an opportunity to be associated of my obligations under this Agreement.

13.2.

I agree to inform the Company of all employment, business ventures, and services described in Section 13.1, and I also grant consent to notification by the Company to my new employer, partner, co-owner, etc. of my rights and obligations under this Agreement. I understand that the Company may provide copies of this Agreement to my employer, partner, co-owner and/or others involved in managing the business with which I am employed or associated to make such persons aware of my obligations under this Agreement.

14.

General Provisions.

14.1.

Compliance with Company Policies. I acknowledge and agree that, at all times during my employment, I shall comply with all relevant policies and guidelines of the Company that are disclosed to me, including, without limitation, the Code of Conduct, [which I acknowledge I have received.] .

14.2.

Publicity. I hereby consent to any and all uses and displays, by the Company and its agents, of my name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs, and advertising, other advertising, sales, and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media throughout the world, at any time during or after the period of my employment by the Company, for all legitimate business purposes of the Company (“Permitted Uses”). I hereby forever release the Company and its directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of my employment by the Company, in connection with any Permitted Use.

14.3.

Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of the State of Texas as such laws are applied to agreements entered into and to be performed entirely within the State of Texas between Texas residents. Except as otherwise provided for in Section 15 of this Agreement, I consent to the venue of the state and federal courts of the State of Texas and agree that any controversy or claim not otherwise subject to arbitration shall be brought before such courts.

14.4.

Severability. In case any one or more of the provisions, subsections, or sentences contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. If any provision of this Agreement shall be invalid, illegal or unenforceable, a court of competent jurisdiction shall have the authority to reform such provision to best effectuate the intent of the parties and permit enforcement thereof, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If such provision is not capable of reformation, it shall be severed from this Agreement and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14.5.

Successors and Assigns. This Agreement is for my benefit and the benefit of the Company, its successors, assigns, parent corporations, subsidiaries, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal or personal representatives. The Company may freely assign this Agreement and its rights and licenses hereunder, without consent from, or notice to, me. I understand that I may not assign this Agreement or any part hereof, and any such purported assignment shall be null and void from the initial date of purported assignment.

14.6.

Survival. I acknowledge that certain provisions of this Agreement shall survive the termination of my employment, regardless of the reason, and shall survive the assignment of this Agreement by the Company to any successor in interest or other assignee. I understand that my obligations under this Agreement will continue in accordance with the Agreement’s express terms, regardless of any change in my title, position, status, role, duties, salary, compensation or benefits or other terms and conditions of employment or service.

14.7.

Employment At-Will. Notwithstanding anything contained herein to the contrary, I acknowledge and agree that this Agreement is not an employment policy or contract. I expressly acknowledge and agree that my employment with the Company is at-will, and that nothing herein shall be construed as changing my at-will employment status or conferring any right with respect to continuation of employment by the Company. I retain the right to terminate my employment at any time and for any reason. The Company retains the right to discharge me at any time, with or without cause or advance notice.

14.8.

Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or subsequent breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement. The failure of the Company, whether purposeful or otherwise, to exercise in any instance any right, power, or privilege under this Agreement or under law shall not constitute a waiver of any other right, power, or privilege, nor of the same right, power, or privilege in any other instance. No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the party charged with waiver. No waiver of any provisions of this Agreement shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, unless so provided in the waiver.

14.9.

Construction. The language used in this Agreement will be deemed to by the language mutually chosen by the parties and no rules of strict construction will be applied against either party. The words “include”, “including” and variations thereof will be deemed to be followed by the words “without limitation”. The use of “or” will not be deemed to be exclusive.

14.10.

Entire Agreement.

(a)

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter of this Agreement and supersedes and merges all prior discussions or agreements between us (including Appendix A to the Award Agreement (as defined below)); provided, however, prior to the execution of this Agreement, if the Company and I were parties to any agreement regarding the subject matter hereof, that agreement will be superseded by this Agreement prospectively only. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in

writing and signed by the party to be charged. Any subsequent change or changes in my title, position, status, role, duties, salary, compensation or benefits or other terms and conditions of employment or service will not affect the validity or scope of this Agreement.

(b)

Notwithstanding the foregoing, with respect to, and for the purposes of, the Incentive Units of Buzz Holdings L.P. (“Buzz Holdings”) granted to me pursuant to that certain Incentive Unit Award Agreement by and between Buzz Management Aggregator L.P., Buzz Holdings and myself, dated as of September 21, 2020 (as amended or modified from time to time, the “Award Agreement”), I agree:

(i)

Section 5.3(c)(i) of the Award Agreement is hereby amended by replacing the words “Section 1 of Appendix A” with the words “Section 5 or Section 6 of the Employee Restrictive Covenant, Arbitration, and Class Action Waiver Agreement by and between Bumble Trading LLC and Participant, dated as of September ___, 2022 (as amended or modified from time to time, the “Restrictive Covenant Agreement”)”.

(ii)

Section 5.3(c)(ii) of the Award Agreement is hereby amended by replacing the words “Section 2 or Section 3 of Appendix A” with the words “Section 1, Section 2 or Section 4 of the Restrictive Covenant Agreement”.

(iii)

Section 7 of the Award Agreement is hereby amended and restated in its entirety as follows:

Restrictive Covenants. Participant acknowledges and agrees that, in the event of a breach of the Restrictive Covenant Agreement or any threatened breach of the Restrictive Covenant Agreement, Partnership, Parent, Sponsor or their Affiliates shall be entitled to cease making any payments or providing any payments or providing any benefit otherwise required by this Agreement.

(iv)

Notwithstanding anything in Section 14.10(a) to the contrary, for purposes of determining whether a Restrictive Covenant Violation (as defined in the Award Agreement), including a violation of the RCA, has occurred for purposes of the Award Agreement and the Incentive Units granted thereunder, the relevant time period during which the applicable restriction or covenant applies shall, in lieu of any time period set forth in this Agreement, be during my employment and for the twenty-four (24) month period after the date my employment ends for any reason.

(v)

For the avoidance of doubt, (A) a violation of this Agreement shall constitute a Restrictive Covenant Violation (as defined in the Award Agreement) for purposes of the Award Agreement and (B) all other provisions of the Award Agreement, and annexures and exhibits thereto, shall continue in force and effect.

14.11.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable, and all of which together shall constitute one agreement.

15.

Arbitration.

15.1.

I agree that, subject to Section 8 of this Agreement and except as otherwise provided herein or prohibited by law, any and all disputes arising from or pertaining to this Agreement and from my employment with or termination from the Company will be resolved through binding arbitration before a single arbitrator with the American Arbitration Association (“AAA”) pursuant to its rules for the resolution of employment disputes. This arbitration

provision is intended to apply to claims including but not limited to those under Title VII of the Civil Rights Act of 1964, the Texas Commission on Human Rights Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, any state or local law prohibiting discrimination in employment, the Employee Polygraph Protection Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, any federal civil rights act, as well as claims for retaliation for filing a wage claim or a worker’s compensation claim, failure or refusal to hire or promote, wrongful termination, breach of contract, slander, libel, invasion of privacy, intentional infliction of emotional distress, tortious interference with contractual or other relations, assault, or any other cause of action. This provision applies to complaints concerning hiring, discharge, promotion, transfer, lay-off, wages, harassment, retaliation, work assignments, reasonable accommodations required by law, breach of contract, or any other term or condition of employment. This provision applies to claims whether made against the Company, or against any of its affiliates, parents, agents, representatives, and/or employees. This agreement to arbitrate does not apply to claims for worker’s compensation, sexual harassment, or unemployment benefits. I expressly acknowledge that the products and services provided by the Company, and my work for the Company, involve interstate commerce, and that the arbitration set forth in this Section 15 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. If for any reason these arbitration provisions are deemed by a court to not be enforceable under the federal act, they will be enforced under the Texas General Arbitration Act. AS A SPECIFICALLY BARGAINED INDUCEMENT TO ENTER INTO THIS AGREEMENT (EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH PARTY EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.

15.2.

Arbitration shall be conducted in the state of Texas, and Texas law shall apply without regard to the conflict of laws provisions of any state or jurisdiction.

15.3.

The arbitrator shall have the power to award compensatory and punitive damages, to award preliminary and injunctive relief, and to make any other award the arbitrator deems necessary to a just and efficient resolution of any dispute. The decision of the arbitrator shall be final and binding, and neither party shall have the right to appeal the substantive findings of the arbitrator. This Section shall not prevent the party prevailing in the arbitration from submitting the arbitration award to a court for the purpose of enforcing the award, subject to confidentiality protections accorded by court rules which the parties agree jointly to request; and further provided that the foregoing shall not prohibit disclosure to the minimum extent reasonably necessary to comply with applicable law (or requirement having the force of law), court order, judgment or decree.

15.4.

The arbitrator shall have the power to determine his or her own jurisdiction, and any claim that any dispute, claim or cause of action is not subject to arbitration shall be submitted for final resolution to the arbitrator. The arbitrator shall have the authority to determine the enforceability of these Sections 15 and 16.

15.5.

Notwithstanding anything to the contrary in the AAA rules and the general grant of authority to the arbitrator in this Section, the arbitrator shall have no jurisdiction or authority to compel or certify, conditionally or otherwise, any class or collective claim, to consolidate different arbitration proceedings, or to join any other party to an arbitration between the

Company and myself. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

15.6.

All aspects of any arbitration procedure under this Agreement, including the hearing and the record of the proceedings, are confidential and will not be open to the public, except to the extent the parties agree otherwise in writing, or as may be appropriate in any subsequent proceedings between the parties, or as may otherwise be appropriate in response to a request or subpoena from a governmental agency or other legal process.

15.7.

Except as provided in Section 8.3, all costs and expenses of the mediation and arbitration shall be borne equally by the Company and me; provided that each party shall be responsible for their own attorney fees.

15.8.

For the avoidance of doubt, this Section 15 shall not apply to any action by the Company for injunctive, equitable, or declaratory relief or specific performance, as set forth in Section 8 of this Agreement.

16.

Collective and Class Action Waiver. To the extent permitted by law, I expressly intend and agree that:

(a)

class action and collective action procedures shall not be asserted, and will not apply, in any arbitration or other proceeding under this Agreement;

(b)

unless otherwise agreed to by the Company, I shall only submit my own individual claims in arbitration and will not assert class or collective action claims against the Company in arbitration, court, or any other forum, and I waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective, representative, or multi-party action or proceeding against the Company;

(c)

I will not be eligible to recover any relief whatsoever—including monetary, equitable, injunctive, declaratory or otherwise—in connection with any such action against the Company—and, in the event that any person or entity should bring such a class or collective, representative, or multi-party action or proceeding on my behalf, I hereby waive and forfeit any right to recovery under said claim, and will exercise every good faith effort to have such claim dismissed (although this section does not limit my right to receive an award for information provided to any Government Agencies under applicable securities laws as set forth in Section 1.5).

/s/ AS___ (Employee initial here to acknowledge understanding of Sections 15 and 16, and agreement to the arbitration and collective and class action waivers set forth herein)

17.

Acknowledgment. I acknowledge and agree to each of the following items:

I am executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else; and

I have carefully read this Agreement. I have asked any questions needed for me to fully understand the terms, consequences and binding effect of this Agreement, including that I have waived my right to a jury trial; and

I sought the advice of an attorney of my choice if I wanted to before signing this Agreement.

Signature page follows.

IN WITNESS WHEREOF, this Agreement has been executed by the Employer and the Employee as of the date set forth below.


	EMPLOYER:

	Bumble Trading LLC

	A Delaware limited liability company


	By:	/s/ Whitney Wolfe Herd
	Name:	Whitney Wolfe Herd
	Title:	CEO


	SOLELY WITH RESPECT TO SECTION 14.10:

	Buzz Holdings L.P.
	By: Bumble Inc., its general partner


	By:	/s/ Whitney Wolfe Herd
	Name:	Whitney Wolfe Herd
	Title:	CEO

EMPLOYEE:

I have read this agreement carefully and understand its terms. I have completely filled out Exhibit A to this Agreement.


/s/ Anu Subramanian
(Signature)

Anu Subramanian
(Printed Name)

Accepted and Agreed to as of This 23 Day of September , 2022:

Exhibit A

Prior Inventions


TO:	Bumble Trading LLC

FROM:	Anu Subramanian

DATE:	September 23, 2022

SUBJECT:	Prior Inventions

1. Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter of my employment by Bumble Trading LLC (the “Company”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:


☒	No inventions or improvements.

☐	See below:
	None

☐ Additional sheets attached.

2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies):


	Invention or Improvement	Party(ies)	Relationship

1.

2.

3.

☐ Additional sheets attached.

Exhibit B

Termination Certification

I certify that I do not have in my possession, nor have I failed to return, any devices, Content (as defined in the Agreement, as defined below), records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Bumble Trading LLC, its subsidiaries, affiliates, successors, or assigns (together, the “Company”).

I further certify that I have complied with, and will continue to comply with, all the terms of the Employee Restrictive Covenant, Arbitration, and Class Action Waiver Agreement (the “Agreement”) signed by me.

I confirm my agreements and obligations contained in the Agreement, including, without limitation, those related to protection of the Company’s proprietary information, nondisparagement, non-competition, and non-solicitation.


(Employee’s Signature)


(Employee’s Printed Name)

Date:

Exhibit 10.2

August 22, 2022

Re: Additional Vesting Opportunity for Performance-Based Awards

Dear [Name],

You are receiving this letter (this “Letter”) because you hold one or more awards (each, an “Award”) of Incentive Units in Buzz Holdings L.P. A portion of your Award (or Awards) is eligible to vest upon achievement of performance conditions (the “Performance Award”). Specifically, the Performance Award is eligible to vest upon the attainment by affiliates of Blackstone Inc. of specified cash returns on their investment in Bumble Inc. (“Bumble”) and its subsidiaries and a specified cash internal rate of return on their investment in Bumble and its subsidiaries (the “Existing Performance-Vesting Terms”), subject to your continued employment or service with Bumble and its subsidiaries through the applicable vesting date. For additional information regarding the Existing Performance-Vesting Terms, please refer your award agreement(s).

We are pleased to inform you that the Board of Directors of Bumble, the general partner of Buzz Holdings L.P., approved an additional, service-based vesting opportunity for your Performance Award. That is, in addition to the Existing Performance-Vesting Terms, the Performance Award will vest, subject to your continued employment or service with Bumble and its subsidiaries through the applicable vesting date, in thirty-six (36) equal installments, with the first installment vesting on August 29, 2022 and subsequent installments vesting on each of the next thirty-five (35) monthly anniversaries of August 29, 2022. This means that, even if the Existing Performance-Vesting Terms are not achieved (or are only partially achieved), you will become vested in the full Performance Award no later than July 29, 2025, subject to your continued employment or service with Bumble and its subsidiaries through the applicable vesting date.

For the avoidance of doubt, no changes were made to the service-based vesting schedule for the portion of your Award(s) that is already subject to service-based vesting criteria and, except as provided in this Letter, your Award(s) remains unchanged and will continue in full force and effect.

If you have any questions, please reach out to Stuart Brody, VP, Total Rewards, [email address]. We thank you for your continued hard work and dedication to Bumble!

Sincerely,

Buzz Holdings L.P.


By:
Name:
Title:

Exhibit 31.1

CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Whitney Wolfe Herd, certify that:

I have reviewed this quarterly report on Form 10-Q of Bumble Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2022

/s/ Whitney Wolfe Herd

Whitney Wolfe Herd

Chief Executive Officer

(principal executive officer)

Exhibit 31.2

CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anuradha B. Subramanian, certify that:

I have reviewed this quarterly report on Form 10-Q of Bumble Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2022

/s/ Anuradha B. Subramanian

Anuradha B. Subramanian

Chief Financial Officer

(principal financial officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bumble Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Whitney Wolfe Herd, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 16, 2022


	/s/ Whitney Wolfe Herd
	Whitney Wolfe Herd
	Chief Executive Officer
	(principal executive officer)

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bumble Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anuradha B. Subramanian, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 16, 2022


	/s/ Anuradha B. Subramanian
	Anuradha B. Subramanian
	Chief Financial Officer
	(principal financial officer)