Bumble Inc.

false 0001830043 0001830043 2026-10-12 2026-10-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________ FORM 8-K ____________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2026 ____________________________ Bumble Inc. (Exact name of registrant as specified in its charter) ____________________________ Delaware 001-40054 85-3604367 (State or other jurisdiction of incorporation) (Commission File Number) (IRS 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 Not Applicable (Former name or former address, if changed since last report) ____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ 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. ☐ Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On October 12, 2026, Bumble Inc., a Delaware corporation (“ Bumble ” or the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Buzz Holdings L.P., (“ Opco ”), a Delaware limited partnership, Ithaca Holdco, Inc., a Delaware corporation (“ Ithaca ”), Oak Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Ithaca (“ Merger Sub 1 ”), and Oak Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ithaca (“ Merger Sub 2 ” and collectively with Merger Sub 1, the “ Merger Subs ” and each a “ Merger Sub ”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub 1 will merge with and into the Company (the “ Corporate Merger ”), with the Company surviving the Corporate Merger as a wholly owned subsidiary of Ithaca, and Merger Sub 2 will merge with and into Opco (the “ Opco Merger ”, together with the Corporate Merger, the “ Mergers ”), with Opco surviving the Opco Merger as a wholly owned subsidiary of Ithaca. The board of directors (the “ Board ”) of the Company, acting upon the unanimous recommendation of a special committee consisting only of independent and disinterested directors of the Company empowered with full power and authority to evaluate the Company’s strategic alternatives (the “ Special Committee ”), unanimously approved the transactions contemplated by the Merger Agreement (the “ Transactions ”). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Corporate Merger (the “ Effective Time ”), (i) each share of Class A common stock of the Company, par value $0.01 per share (the “ Class A Common Stock ”) outstanding immediately prior to the Effective Time (other than dissenting shares, cancelled shares or shares subject to the rollover) will be converted into the right to receive $6.05 in cash, without interest (the “ Class A Per Share Price ”), (ii) each share of Class B common stock of the Company, par value $0.01 per share (the “ Class B Common Stock ”, and together with the Class A Common Stock, the “ Company Common Stock ”) outstanding immediately prior to the Effective Time (other than dissenting shares, cancelled shares or shares subject to the rollover) will be converted into the right to receive $0.000001 in cash, without interest (the “ Class B Per Share Price ”), and (iii) each common unit of Opco (the “ Opco Common Units ”) outstanding immediately prior to the effective time of the Opco Merger (other than cancelled Opco Common Units or Opco Common Units owned directly or indirectly by the Company) will be converted into the right to receive an amount in cash equal to the excess of the Class A Per Share Price over the Class B Per Share Price, without interest. Treatment of Company Equity Awards At the Effective Time, outstanding equity awards of the Company will be treated as follows: Options . Each option to purchase shares of Company Common Stock (“ Option ”) that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be automatically cancelled for no consideration. RSUs . Each restricted stock unit (“ RSU ”) that is outstanding and, as of immediately prior to the Effective Time, (i) vested, (ii) vests in accordance with its terms as a result of the consummation of the Merger or (iii) is held by a non-employee director or the Company’s Founder and Chief Executive Officer, Whitney Wolfe Herd (collectively, the “ Vested Company RSUs ”), will be automatically cancelled and converted into the right of the holder to receive a cash payment, without interest, in an amount equal to the product of (A) the Class A Per Share Price multiplied by (B) the number of shares of Company Common Stock underlying such Vested Company RSU. Each RSU that is not a Vested Company RSU (the “ Unvested Company RSUs ”) will be cancelled and converted into the contingent right to receive a cash payment, without interest, in an amount equal to the product of (A) the Class A Per Share Price multiplied by (B) the number of shares of Company Common Stock underlying such Unvested Company RSU (the “ Cash Replacement RSU Amount ”). Each Cash Replacement RSU Amount will, subject to the holder’s continued service with Ithaca or its affiliates (including the Company or its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement RSU Amount was exchanged would have vested and been payable. Each Cash Replacement RSU Amount will otherwise have the same terms and conditions (including any “double-trigger” vesting protections) as applied to the Unvested Company RSU for which it was exchanged, except for terms rendered inoperative by reason of the Merger and other administrative or ministerial changes reasonably determined by Ithaca that do not adversely impact the holder of the Unvested Company RSU. Any portion of a Cash Replacement RSU Amount that vests will be paid no later than the second regularly scheduled payroll date following the date on which such portion vests. Incentive Units . Each incentive unit of Opco that is outstanding as of immediately prior to the effective time of the merger of Merger Sub 2 with and into Opco will be automatically forfeited and cancelled without consideration. ESPP . No offering or purchase period under the Company’s 2021 Employee Stock Purchase Plan (the “ Company ESPP ”) will be authorized or commenced on or after the date of the Merger Agreement, and the Company ESPP will terminate effective as of the Effective Time. Closing Conditions Under the terms of the Merger