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What changed in Bumble Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bumble Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+594 added−618 removedSource: 10-K (2026-03-16) vs 10-K (2025-02-28)

Top changes in Bumble Inc.'s 2025 10-K

594 paragraphs added · 618 removed · 473 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeExamples of how our mission drives our business include: • We enhance our brand through initiatives beyond our apps, including advocating for policy and legislative solutions to prohibit nonconsensual intimate image abuse and other online harms, including unsolicited lewd photos. • We engage in worldwide nonprofit partnerships to support healthy, safe, and equitable relationships, and to further our commitment to equity by supporting women and other underrepresented communities. • We enhance our brand through marketing centered around elevating women, including our multi-year partnership with the Women's National Basketball Association and marketing campaigns such as “Love Letters to Black Women.” We believe that the best way to compete in a world where people have multiple ways to connect is through product innovation.
Biggest changeBeyond our in-app features, we advocate for policies and industry standards that address online harms, helping to create a safer digital ecosystem. • We engage in global nonprofit partnerships to support healthy, safe and respectful relationships, and to further our commitment to equity by supporting women and other underrepresented communities. • We enhance our brand through marketing centered around elevating women, including our multi-year partnership with the Women's National Basketball Association.
Our Impact 9 Since the founding of Bumble app, we have established, engaged in, and supported a wide range of public policy and social impact efforts to further our mission, primarily focused on women’s empowerment, healthy relationship education, and the reduction in toxicity on our platform and society at large.
Our Impact Since the founding of Bumble app, we have established, engaged in, and supported a wide range of public policy and social impact efforts to further our mission, primarily focused on women’s empowerment, healthy relationship education, and the reduction in toxicity on our platform and society at large.
We 11 currently, and from time to time, may not be in technical compliance with all such laws. Foreign data protection, privacy, content, competition, and other laws and regulations can impose different obligations or be more restrictive than those in the United States.
We currently, and from time to time, may not be in technical compliance with all such laws. Foreign data protection, privacy, content, competition, and other laws and regulations can impose different obligations or be more restrictive than those in the United States.
Our artificial intelligence capabilities play a key role in creating a safe environment for our users, providing protection against identity fraud as well as blocking inappropriate behavior and content from polluting our platform. • Our data protection and privacy standards : We are both committed and mandated to adhere to strict privacy standards, such as the European Union General Data Protection Regulation (“GDPR”) and the GDPR as it applies in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“UK GDPR”) and several state laws in the United States (each as discussed below in “—Licensing and Regulation”).
Our artificial intelligence capabilities play a key role in creating a safe environment for our members, providing protection against identity fraud as well as blocking inappropriate behavior and content from polluting our platform. • Our data protection and privacy standards : We are both committed and mandated to adhere to strict privacy standards, such as the European Union General Data Protection Regulation (“GDPR”) and the GDPR as it applies in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“UK GDPR”) and several state laws in the United States (each as discussed below in “—Licensing and Regulation”).
The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press 12 releases, SEC filings and public conference calls and webcasts.
The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts.
We offer a competitive benefits package, which includes: access to private healthcare coverage for employees and their families; paid six-month leave for parents regardless of gender; path to parenthood support and reproductive health benefits, which include a reimbursement of up to $10,000 for family planning and reproductive health services not fully covered by our insurance programs; unlimited paid time off; and paid leave for survivors of domestic violence or violent crimes.
We offer a competitive benefits package, which includes: access to private healthcare coverage for employees and their families; paid six-month leave for all qualifying parents regardless of gender; path to parenthood support and reproductive health benefits, which include a reimbursement of up to $10,000 for family planning and reproductive health services not fully covered by our insurance programs; unlimited paid time off; and paid leave for survivors of domestic violence or violent crimes.
Bumble App On Bumble app, users can input information about themselves and set up a profile, which can be customized in many ways, such as by adding a Badge to prominently display certain values or characteristics. We use a matching algorithm combined with the preferences provided by users to recommend potential connections.
Bumble App On Bumble app, members can input information about themselves and set up a profile, which can be customized in many ways, such as by adding a Badge to prominently display certain values or characteristics. We use a matching algorithm combined with the preferences provided by members to recommend potential connections.
Such online safety laws and codes may require us, in the future, to change our products, business practices or operations, which could adversely affect user growth and engagement and increase compliance costs for our business. The foregoing description does not include an exhaustive list of the laws and regulations governing or impacting our business.
Such online safety laws and codes may require us, in the future, to change our products, business practices or operations, which could adversely affect member growth and engagement and increase compliance costs for our business. The foregoing description does not include an exhaustive list of the laws and regulations governing or impacting our business.
In addition to these laws, there are a number of legislative proposals in the EU as well as other jurisdictions that could impose new obligations or limitations in areas affecting our business. There are other privacy and data protection laws and regulations that impact the products and services we offer to users in different countries.
In addition to these laws, there are a number of legislative proposals in the EU as well as other jurisdictions that could impose new obligations or limitations in areas affecting our business. There are other privacy and data protection laws and regulations that impact the products and services we offer to members in different countries.
Moreover, in seeking to acquire companies, we look for opportunities to leverage our shared infrastructure (for example, our content moderation capabilities) to accelerate their product roadmap. • Our data and machine learning capabilities : We are continually analyzing data from user interactions on our platform, allowing us to constantly optimize the user experience.
Moreover, in seeking to acquire companies, we look for opportunities to leverage our shared infrastructure (for example, our content moderation capabilities) to accelerate their product roadmap. • Our data and machine learning capabilities : We are continually analyzing data from member interactions on our platform, allowing us to constantly optimize the member experience.
In addition to prioritizing verification of user photos and offering communication like voice and video chat tools to allow interactions before or in lieu of in-person meeting without exchanging sensitive personal information, we have also engineered other safety features such as our proactive safety monitoring.
In addition to prioritizing verification of member photos and offering communication like voice and video chat tools to allow interactions before or in lieu of in-person meeting without exchanging sensitive personal information, we have also engineered other safety features such as our proactive safety monitoring.
For information regarding risks related to these compliance requirements, please see “Item 1A—Risk Factors—Risks Related to Regulation and Litigation—We must monitor and, where applicable, comply with rapidly evolving laws and regulations relating to privacy, data protection and/or artificial intelligence across jurisdictions, and the failure to do so could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.” In addition to privacy laws, there are new and emerging online safety laws globally such as the EU Digital Services Act, the UK Online Safety Act and U.S. laws targeting companies that operate online dating services , which include significant penalties for non-compliance.
For information regarding risks related to these compliance requirements, please see 11 Table of Contents “Item 1A—Risk Factors—Risks Related to Regulation and Litigation—We must monitor and, where applicable, comply with rapidly evolving laws and regulations relating to privacy, data protection and/or artificial intelligence across jurisdictions, and the failure to do so could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in member growth or engagement, or otherwise harm our business.” In addition to privacy laws, there are new and emerging online safety laws globally such as the EU Digital Services Act, the UK Online Safety Act and U.S. laws targeting companies that operate online dating services, which include significant penalties for non-compliance.
The rapid nature of our testing framework allows us to optimize the user experience. Our technology and product teams work hand in hand from ideation to product launch, and this has allowed us to be at the forefront of releasing features geared towards improving the safety of our community.
The rapid nature of our testing framework allows us to optimize the member experience. Our technology and product teams work hand in hand from ideation to product launch, and this has allowed us to be at the forefront of releasing features geared towards improving the safety of our community.
Our apps share some common infrastructure, which allows insights to be shared between apps and is critical to providing our users with personalized and superior experiences. Our team has a strong track record of product leadership in online dating.
Our apps share some common infrastructure, which allows insights to be shared between apps and is critical to providing our members with personalized and superior experiences. Our team has a strong track record of product leadership in online dating.
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 Annual Report. 13
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 Annual Report. 12 Table of Contents
We have introduced artificial intelligence capabilities that we leverage to personalize the potential matches we display, inform our product pipeline and otherwise tailor the experience for specific users.
We have introduced artificial intelligence capabilities that we leverage to personalize the potential matches we display, inform our product pipeline and otherwise tailor the experience for specific members.
Badoo app has a similar matching algorithm to Bumble app and the same vote “yes” or “no” methodology by swiping right and left, respectively. It also allows users the option to directly message anyone who is of interest without having to mutually vote yes.
Badoo app has a similar matching algorithm to Bumble app and the same vote “yes” or “no” methodology by swiping right and left, respectively. It allows members the option to directly message anyone who is of interest without having to mutually vote yes.
Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. We had approximately 2.8 million Bumble App Paying Users during the year ended December 31, 2024. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products.
Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. We had approximately 2.4 million Bumble App Paying Users during the year ended December 31, 2025. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products.
In addition, the insights we have gained from our community have encouraged us to 7 extend Bumble app into many more areas of life, such as platonic friendships and business networking, and we have built our platform with the flexibility to pursue these opportunities. Our Technology Has Transformed Online Dating Technology is at the core of what differentiates our platform.
In addition, the insights we have gained from our community have encouraged us to extend Bumble app into many more areas of life, such as platonic friendships, and we have built our platform with the flexibility to pursue these opportunities. 7 Table of Contents Our Technology Has Transformed Online Dating Technology is at the core of what differentiates our platform.
We are leveraging innovative technology solutions to create a more inclusive, safe and accountable way to connect online for all users regardless of gender.
We are leveraging innovative technology solutions to create a more inclusive, safe and accountable way to connect online for all members regardless of gender.
We own a number of trademarks that have been registered, or for which registration applications are pending, in the U.S. as well as in certain foreign jurisdictions. These trademarks include, among others, BUMBLE, BUMBLE FOR FRIENDS, BADOO, FRUITZ and OFFICIAL.
We own a number of trademarks that have been registered, or for which applications are pending, in the U.S. as well as in certain foreign jurisdictions. These trademarks include, among others, BUMBLE, BUMBLE FOR FRIENDS and BADOO.
We further protect the use of our proprietary technology and intellectual property through provisions in both our customer terms of use on our website and in our vendor terms and conditions.
We further protect the use of our proprietary technology and intellectual property through provisions in both our member terms of use on our website and in our vendor terms and conditions.
Participation in our most recent employee engagement survey was active, with approximately eight in ten employees completing the survey. We maintain open lines of communication to help us understand our employees’ needs so that we can continuously improve as an employer of choice for our current and future employees.
Participation in our most recent employee engagement survey was active, with approximately 75% of eligible employees completing the survey. We maintain open lines of communication to help us understand our employees’ needs so that we can continuously improve as an employer of choice for our current and future employees.
The contents of these websites are not intended to be incorporated by reference into this report or in any other report or document we file. Website and Social Media Disclosure We use our websites (www.bumble.com and ir.bumble.com) and at times our corporate X account (formerly known as Twitter) (@bumble) and LinkedIn (www.linkedin.com/company/bumble) to distribute company information.
The contents of these websites are not intended to be incorporated by reference into this report or in any other report or document we file. Website and Social Media Disclosure We use our websites (www.bumble.com and ir.bumble.com) and at times our corporate Instagram account (@bumble), X account (@bumble) and LinkedIn (www.linkedin.com/company/bumble) to distribute company information.
Users can opt to use one of our filters to be more specific in the types of matches they see.
Members can opt to use one of our filters to be more specific in the types of matches they see.
All employees have access to a wellbeing portal where we provide a wide range of mental health support services to assist employees when they need it. These services include 24/7 confidential employee assistance programs and, as of early 2024, paid therapy and personal coaching sessions for employees and their dependents.
All employees have access to a wellbeing portal where we provide a wide range of mental health support services to assist employees when they need it. These services include 24/7 confidential employee assistance programs and paid therapy and personal coaching 10 Table of Contents sessions for employees and their dependents.
Alongside this, we also help prepare our employees for a secure future by investing in initiatives for financial and retirement planning. The safety of our employees remains among our top priorities.
Alongside this, we also help prepare our employees for a secure future by investing in initiatives for financial and retirement planning. The psychological safety and wellbeing of our employees remain among our top priorities.
A user can swipe right to vote “yes” to a potential match, or left to go to the next profile, or, in most of our markets, leave a compliment on a bio, specific photo or profile prompt on someone’s profile ("Compliment"). When both users vote yes, a connection is made.
A member can swipe right to vote “yes” to a potential match, or left to go to the next profile, or, in most of our markets, leave a note (formerly "compliment") on a bio, specific photo or profile prompt on someone’s profile. When both members vote yes, a connection is made.
The current registrations of these trademarks are effective for varying periods of time and may be renewed periodically, provided that we, as the registered owner, or our licensees where applicable, comply with all applicable renewal requirements including, where necessary, the continued use of the trademarks in connection with similar services and goods.
Our registered trademarks are effective for varying periods of time and may be renewed periodically, provided that we, as the registered owner, or our licensees where applicable, comply with all applicable renewal requirements including, where necessary, the continued use of the trademarks in connection with the goods and services for which they have been registered.
After an initial match is formed, users on Bumble app must initiate a chat within 24 hours or the connection disappears. Opening Moves gives users the option to set a question that their matches can respond to, adding more ways to open a conversation.
After an initial match is formed, members on Bumble app must initiate a chat within 24 hours or the connection disappears. In some of our markets, in a heterosexual connection, Opening Moves gives women the option to set a question that their matches can respond to, adding more ways to open a conversation.
Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in several countries in Europe and Latin America. We had approximately 1.3 million Badoo App and Other Paying Users during the year ended December 31, 2024.
Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app is a leader in the online dating sector in several countries in Europe and Latin America. We had approximately 1.2 million Badoo App and Other Paying Users during the year ended December 31, 2025.
We also have extended our platform beyond online dating into healthy relationships in other areas of life, such as friendships. The Bumble brand was built with women at the center. Our platform is designed to be safe and empowering for women, and, in turn, provides a better environment for everyone.
We also have extended our platform beyond online dating into healthy relationships in other areas of life, such as friendships. The Bumble brand was built with women at the center. Our platform is designed to help women feel safer and more empowered and, in turn, provide a better environment for everyone.
Additionally in 2024, we introduced a more tailored performance evaluation framework to support and sustain the growth of the organization. 10 To build an organization where employees feel engaged, valued and heard, we gather and respond to employees’ feedback in a variety of ways, including through periodic employee engagement surveys, new joiner surveys, one-on-one interactions, and regular “All Hands” meetings that bring the entire company together.
To build an organization where employees feel engaged, valued and heard, we gather and respond to employees’ feedback in a variety of ways, including through periodic employee engagement surveys, new joiner surveys, one-on-one interactions, and regular “All Hands” meetings that bring the entire company together.
Many of these laws and regulations are still evolving and being tested in courts, and could be interpreted in ways that could harm our business.
Many of these laws and regulations are still evolving and being tested in courts, and could be interpreted in ways that could have a negative impact on our business.
We are also continuously introducing new artificial intelligence capabilities to enhance our users' experience and safety, such as a new algorithm that allows Bumble app users to see the most relevant potential matches, and the detection of inauthentic profiles and usage.
We are also continuously introducing new artificial intelligence capabilities to enhance our members' experience and safety, such as detection of inauthentic profiles and usage, and to improve our matching algorithm to help Bumble app members see the most relevant potential matches.
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.
Our apps monetize via a freemium model, where the use of the service is free and a subset of the members pay for subscriptions or in-app purchases to access premium features. Bumble app, launched in 2014, is one of the first dating apps built with women at the center.
Each of our apps has a specific brand and marketing approach that is appropriate for its business model, stage of maturity and local market nuances. For example, our Bumble app marketing uses hyperlocal messaging brought to life through large-scale campaigns alongside grassroots community building based on our core audience's location.
Each of our apps has a specific brand and marketing approach that is appropriate for its business model, stage of maturity and local market nuances. For example, our Bumble app marketing leverages large-scale campaigns alongside hyperlocal IRL (in real life) experiences to connect with our core audience in their cities.
Item 1. Business Who We Are Bumble’s mission is to create a world where all relationships are healthy and equitable, through Kind Connections. Our platform enables people to connect and build healthy and equitable relationships on their own terms. We focus on building authenticity and safety in the online space, which is marked at times by isolation and toxicity.
Item 1. Business Who We Are Bumble’s mission is to bring people closer to love. Our platform of apps enables people to connect and build healthy and equitable relationships on their own terms. We focus on building authenticity and safety in the online space.
This feature uses machine learning to identify harassment and identity-based hate, which is then flagged to moderators to review and action appropriately according to our Community Guidelines, which are available on our website. Our subscription offerings, Bumble Boost and Bumble Premium, provide users with additional features to increase their success in making a meaningful connection.
This feature uses machine learning to identify harassment and identity-based hate, which is then flagged to moderators to review and action appropriately according to our Community Guidelines, which are available on our website.
They can also choose to use a photo and caption as their Opening Move, or write their own Opening Move.
They can also choose to use a photo and caption as their Opening Move, or write their own Opening Move. For non-binary and same-gender connections, either person can set and respond to an Opening Move.
The Premium Plus tier offers expanded benefits, including Compliments and providing subscribers with insights into how their profile is performing, starting with photos. 8 Badoo App On Badoo app, users’ profiles can be customized in many ways, such as by using the “Moods” feature to share what's on their minds, either based around their current emotions or what kind of date they want to pursue.
Badoo App On Badoo app, members’ profiles can be customized in many ways, such as by using the “Moods” feature to share what's on their minds, either based around their current emotions or what kind of date they want to pursue.
We seek to be fully reflective of the communities we serve around the world. As of December 31, 2024, 73% of our Board and more than 50% of our management team were women. As of December 31, 2024, approximately 75% of our workforce resides in Europe, with 24% and 1% in the Americas and Asia-Pacific, respectively.
We seek to be fully reflective of the communities we serve around the world. As of December 31, 2025, 78% of our Board and more than 50% of our management team were women.
On Badoo app, we have engineered safety features such as Rude Message Detector, which uses machine learning to detect any text that could be perceived as rude, abusive, homophobic or discriminatory and gives the user the control to dismiss the message if they are not comfortable with the language used.
On Badoo app, we have engineered safety features such as Rude Message Detector, which uses machine learning to detect any text that could be perceived as rude, abusive, homophobic or discriminatory and gives the member the control to dismiss the message if they are not comfortable with the language used. 8 Table of Contents Our subscription offerings on Badoo app, Badoo Premium and Badoo Extra, allow additional features such as: Liked You, which allows members to find out who has already liked them; and Invisible Mode, which allows members to browse the app without being shown to other members.
We uniquely design our products to facilitate engagement prioritizing safety and accountability across the user experience. We continuously collect user feedback, which informs our product development roadmap. The more we know about our community’s interests, the better we can innovate products that maximize their chances of making connections most likely to turn into the relationships they are seeking.
The more we know about our community’s interests, the better we can innovate products that maximize their chances of meeting in person and making connections most likely to turn into the relationships they are seeking.
In 2024, we operated a family of apps, including Bumble app, Bumble For Friends app, Badoo app, Geneva app, Fruitz app and Official app, where during 2024, on average, over 42 million users came on a monthly basis to discover new people and connect with each other in a safe, secure and empowering environment.
In 2025, we operated a family of apps, including Bumble app, Bumble For Friends app, BFF app and Badoo app, where members come to discover new people and connect with each other in a secure and empowering environment.
Badoo app also offers Badoo Credits, which can be purchased in bundles and used to acquire in-app features such as one-off popularity boosts.
Badoo app also offers Badoo Credits, which can be purchased in bundles and used to acquire in-app features such as one-off popularity boosts. Bumble For Friends App Bumble For Friends app works in a similar way to the Bumble app. When two members vote “yes” by swiping right on a profile, a connection is made.
Our employee population spans 14 countries and represents a wide range of cultures, backgrounds, experiences, ages, genders, gender identities and expressions, sexual orientations, nationalities and ethnicities.
As of December 31, 2025, we had approximately 580 full-time employees, of which approximately 64% resided in Europe, with 36% and 1% in the Americas and APAC, respectively. Our employee population spans 14 countries and represents a wide range of cultures, backgrounds, experiences, ages, genders, gender identities and expressions, sexual orientations, nationalities and ethnicities.
For example, for Bumble app, we educate audiences on how women making the first move creates healthier relationships. Badoo app is about helping people overcome the self-doubt they might feel, to open themselves up to others, embrace the journey of meeting people to figure out what they want.
Badoo app is about helping people overcome the self-doubt they might feel, to open themselves up to others, embrace the journey of meeting people to figure out what they want. Bumble For Friends app and BFF app are about recognizing, creating and celebrating meaningful local friendship and community for people in all stages of life.
Building on the BFF mode in Bumble app, in July 2023 we officially launched a standalone Bumble For Friends app. Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections.
Building on the BFF mode in Bumble app, in July 2023 we officially launched a standalone Bumble For Friends app and, in September 2025, we relaunched Bumble For Friends app as BFF app in the United States. BFF app is a friendship app for friend-finding, group connections and community-building.
These include: • Engaging Experts to Make our Platform Safe : We leverage both internal and external experts to continuously improve upon our policies and community guidelines.
These include: • Engaging Experts to Make our Platform Safe : We leverage both internal and external experts to continuously improve upon our policies and community guidelines. For example, we are a member of the Tech Coalition, an industry body that shares best practices to combat child sexual abuse and exploitation online.
When two users vote “yes” by swiping right on a profile, a connection is made. Either user can initiate a chat. On Bumble For Friends app, we help users start conversations using icebreaker questions based on users’ public profile information, with the help of generative artificial intelligence.
Either member can initiate a chat. On Bumble For Friends app, we help members start conversations using icebreaker questions based on members’ public profile information, with the help of generative artificial intelligence. Any member with two or more connections can create a group chat, and using the Plans feature, members can easily organize an in-person meetup.
There are also additional, in-app purchases that subscribers and non-subscribing users can purchase, such as SuperSwipe (to inform potential matches that the user is confidently interested in them) and Spotlight (to advance the user's profile to the top of the list of potential matches so it is viewable by more potential matches instantly).
Our subscription offerings, Bumble Boost, Bumble Premium, and Bumble Premium+, provide members with additional features to increase their success in making a meaningful connection. There are also additional, in-app purchases that subscribers and non-subscribing members can purchase, such as SuperSwipe (to inform potential matches that the member is confidently interested in them) and Spotlight (to increase the member’s visibility).
Through these groups, we encourage collaboration, mentorship, and networking, while also providing a platform for employees to influence and shape our organizational culture. In 2024, we continued this commitment by relaunching several ERGs with a refined structure and leadership model.
Through these groups, we encourage collaboration, mentorship, and networking, while also providing a platform for employees to influence and shape our organizational culture. As part of our broader Belonging strategy, we administered a voluntary self-identification campaign in 2024 to help us gain a more complete picture of our multi-dimensional workforce.
Bumble is more than our apps—we are powering a movement. Our mission-first strategy ensures that values guide our business decisions and our business performance enables us to drive impact. Our strategy is anchored by our powerful brand, product leadership, operational excellence, and public policy and social impact initiatives.
Our strategy is anchored by our powerful brand, product leadership, operational excellence, and public policy and social impact initiatives. Our mission drives our business in tangible ways: • We strengthen our brand by leading on safety and accountability.
Human Capital Our company culture and people practices are critical to achieving our mission of creating a world where all relationships are healthy and equitable, through Kind Connections, and our values are rooted in growth, kindness, equity, accountability and honesty.
Human Capital Our company culture and people practices are critical to achieving our mission of bringing people closer to love, and our values are rooted in respect, excellence, curiosity, courage and joy.
In 2024, we supported the inclusion of cyberflashing as a serious form of online violence in the EU Directive to Combat Violence Against Women and Domestic Violence, which became law in May 2024. • Addressing artificial intelligence-enabled harms : We have worked with Partnership on AI (PAI) on developing and launching PAI’s Responsible Practices for Synthetic Media, which serves as a guide to devising policies, practices, and technical interventions that interrupt harmful uses of generative artificial intelligence.
In 2024, we supported the inclusion of cyberflashing as a serious form of online violence in the EU Directive to Combat Violence Against Women and Domestic Violence, which became law in May 2024. In 2025, we 9 Table of Contents continued to work on policy initiatives aimed at promoting standards for safer online spaces for women.
Other Apps In February 2025, the Company announced its decision to discontinue the Fruitz and Official apps, which the Company expects to be completed in the first half of 2025. How We Grow Our Community We are investing in growing our community by building our apps as distinct brands with complementary but unique user value propositions.
How We Grow Our Community We are investing in growing our community by building our apps as distinct brands with complementary but unique member value propositions. For example, for Bumble app, we educate audiences on how empowering women to feel safer and more confident in dating can create healthier relationships.
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We are a leader in the online dating space, which has become increasingly popular over the last decade and has been cited as the most common way for new couples to meet in the United States. Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move.
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Bumble was built on a simple truth: when technology is built with women's experience at its core, it makes the experience better for everyone. It is this belief that ensures that our values guide our business decisions, and our business performance enables us to drive impact.
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In July 2024, we acquired Geneva, a group and community app for people to connect based on shared interests. In February 2025, the Company announced its decision to discontinue the Fruitz and Official apps (which the Company acquired in 2022 and 2023, respectively), which the Company expects to be completed in the first half of 2025.
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We believe that the best way to compete in a world where people have multiple ways to connect is through product innovation. We uniquely design our products to facilitate engagement prioritizing safety and accountability across the member experience. We continuously collect member feedback, which informs our product development roadmap.
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The most popular features in the subscription plans include: Unlimited Rematch, where subscribers have an unlimited number of opportunities to rematch with prior matches that have already expired after a 24-hour period; and Unlimited Extends, where subscribers have an unlimited number of 24-hour extensions on conversations.
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Another safety feature is "Review before you send", whereby a member may be prompted to review and edit a message before it is sent if the content could be harmful, offensive or inappropriate or doesn't meet our Community Guidelines.
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In 2023, we introduced a new subscription tier, Bumble Premium Plus.
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BFF App In September 2025, we relaunched Bumble For Friends app as BFF app in the United States. BFF app is a friendship and community app that combines one-to-one matching with group discovery and participation. Members create profiles that are customizable with bios, photos and free form text tags.
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Our subscription offerings on Badoo app, Badoo Premium and Badoo Extra, allow additional features such as: Liked You, which allows users to find out who has already liked them; and Invisible Mode, which allows users to browse the app without being shown to other users.
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Members can connect with others through a waving (“Says Hi”) and matching experience similar to Bumble For Friends app. When two members “Say Hi” to each other, a match is formed and either member may initiate a chat. Members may also join or create interest-based groups and communicate via chat rooms, forum rooms, audio rooms and video rooms.
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Bumble BFF and Bumble Bizz Modes In addition to dating, in Bumble app we also provide products that enable social connection, offering users the opportunity to develop platonic connections through the BFF mode for friendships and through the Bizz mode for professional networking and mentorship.
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BFF app’s matching algorithms use a member’s profile information and discovery preferences (location and age) to recommend members and groups they may be interested in. BFF app provides groups with tools for collaboration (polls) and organizing in-person activities. Group organizers can create events, manage event details and maintain a shared calendar visible to group members.
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The BFF and Bizz modes have a format similar to the Date mode, requiring users to set up profiles and matching users through “yes” and “no” votes, similar to the dating platform. Bumble For Friends App Bumble For Friends app works in a similar way to the Date and BFF modes on Bumble app.
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Both group membership and individual event RSVPs can require approval, providing organizers additional control over participation and engagement. BFF app incorporates multiple safety and security features. The app integrates technology that mitigates fraud, bot activity and other malicious behavior. Members can verify their identity using the photo-based Verify Selfie feature, which helps confirm profile authenticity.
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Unlike in the BFF mode on Bumble app, on Bumble For Friends app any user with two or more connections can create a group chat, and using the Plans feature, users can easily organize an in-person meetup. Geneva App Geneva app is a group and community app for people to connect based on shared interests.
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Automated systems evaluate profile information, photos and messages for potential violations of our policies, using machine learning models to detect harmful or inappropriate content. Content flagged by these systems is escalated to trained human moderators, who review and take action in line with our Community Guidelines.
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Users can create and join chat rooms, forum rooms, audio rooms, video rooms and broadcast rooms. Other features include: built-in event invites and a centralized calendar, which facilitates the sharing of information, and built-in questionnaires, which help to learn more about new members of a group.
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In November 2025, based on our partnerships with The Survivor Hub (peer-based support service for survivors of sexual assault), Chayn (global charity powering Bloom, our online trauma support program for survivors of sexual assault and relationship abuse) and LoveSaid (fraud/romance scam think tank), together with the Australian National Anti-Scam Centre we co-designed and implemented a pilot of an online romance scam support group to inform our approach to supporting victims impacted by online romance scams. • Policy Advocacy and Legislation Efforts : In 2021, we launched a campaign in the UK to support the enactment of a law that makes the unsolicited sending of nude images illegal, and in October 2023 the Online Safety Act was passed, which criminalized cyberflashing.
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Bumble For Friends app is about recognizing, creating and celebrating meaningful local friendship and community for people in all stages of life. Geneva app is about helping people discover and become involved in local clubs and communities to make connections and feel a sense of belonging.
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In the UK, we supported and contributed to the development of guidance by the UK regulator of communications services (Ofcom) to help companies create safer online experiences for women and girls. • Sustained Dialogue on Online Safety : Through our public policy-led initiative “Brunch with Bumble,” a series of conversations prioritizing the safety of women online, we keep an “always on” spotlight on safety issues in various regions.
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For example, we are a member of the Tech Coalition, an industry body that shares best practices to combat child sexual exploitation online. • In-App Integration of Bumble Initiatives : Launched in 2019, the Moves Making Impact product feature within Bumble app empowers users to select and support a cause that both matters to them and aligns with the Bumble brand and mission, driving donations each time that user sends a first message. • Policy Advocacy and Legislation Efforts : In 2021, we launched a campaign in the UK to support the enactment of a law that makes the unsolicited sending of nude images illegal, and in October 2023 the Online Safety Act was passed, which criminalized cyberflashing.
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In 2025, we hosted a roundtable discussion in Sydney, Australia, with academia, women’s safety organizations, victims of online violence, researchers and Australia's online safety regulator (eSafety Commissioner) to discuss what societal, technical and regulatory interventions are still needed to create lasting systemic changes in combating gender-based violence online.
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This included appointing Executive Sponsors to guide and champion each ERG, underscoring our dedication to driving cultural initiatives, supporting personal and professional development, and influencing positive change within the organization and beyond. As part of our broader Belonging strategy, we also administered a voluntary self-identification campaign in 2024 to help us gain a more complete picture of our multi-dimensional workforce.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur efforts to protect our confidential and sensitive data, the data of our users or other personal information we receive, and to minimize undesirable activities on our platform, may also be unsuccessful due to software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance, including defects or vulnerabilities in our service providers’ information technology systems or offerings; government surveillance; breaches of physical security of our facilities or technical infrastructure; our or our third-party vendors’ implementation or use of artificial intelligence; or other threats that may surface or evolve.
Biggest changeWhen unauthorized use of, disclosure of or access to any of the confidential, sensitive or other personal information we collect or process occurs, the perception of the effectiveness of our security measures and our reputation may be harmed, we may lose current and potential members and the recognition of our various brands and such brands’ competitive positions may be diminished, any or all of which might materially adversely affect our business, financial condition and results of operations. 20 Table of Contents See “—We must monitor and, where applicable, comply with rapidly evolving laws and regulations relating to privacy, data protection and/or artificial intelligence across jurisdictions, and the failure to do so could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in member growth or engagement, or otherwise harm our business.” Our efforts to protect our confidential and sensitive data, the data of our members or other personal information we receive, and to minimize undesirable activities on our platform, may be unsuccessful due to software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance, including defects or vulnerabilities in our service providers’ information technology systems or offerings, which we may have limited ability to monitor or remedy; government surveillance; breaches of physical security of our facilities or technical infrastructure; our or our third-party vendors’ implementation or use of artificial intelligence; or other threats that may surface or evolve.
The dating industry is highly competitive, with low switching costs and a consistent stream of new products and entrants, and innovation by our competitors, such as the use of artificial intelligence, may disrupt our business. The dating industry is highly competitive, with a consistent stream of new products and entrants.
The dating industry is highly competitive, with low switching costs and a consistent stream of new products and entrants, and innovation by our competitors, such as the use of artificial intelligence, may disrupt our business. The dating industry is highly competitive.
We have also invested, and expect to continue to invest, significant resources in growing our products to support increasing usage as well as new lines of business, new products, new product extensions and other initiatives to generate revenue. There is no guarantee that investing in new lines of business, new products, new product extensions and other initiatives will succeed.
We have also invested, and expect to continue to invest, significant resources in growing our products to support increasing usage as well as new lines of business, products, product extensions and other initiatives to generate revenue. There is no guarantee that investing in new lines of business, products, product extensions and other initiatives will succeed.
The use of AI technologies could also expose us to further potential risks, such as an increased risk of cybersecurity threats and incidents and claims or otherwise adverse effects from infringements or violations of intellectual property (including claims related to AI technologies being considered to have similarities to other AI technologies), whether or not such risks are apparent.
The use of AI could also expose us to further potential risks, such as an increased risk of cybersecurity threats and incidents and claims or otherwise adverse effects from infringements or violations of intellectual property (including claims related to AI technologies being considered to have similarities to other AI technologies), whether or not such risks are apparent.
Problems or insolvency experienced by third-party data center service providers (such as colocation providers), cloud infrastructure and service providers, and payment aggregators, upon whom we rely, the telecommunications network providers with whom we or they contract or with the systems through which telecommunications providers allocate capacity among their customers could also materially adversely affect us.
Problems or insolvency experienced by third-party data center service providers (such as colocation providers), cloud infrastructure and service providers, and payment aggregators, upon whom we rely, or the telecommunications network providers with whom we or they contract, or problems with the systems through which telecommunications providers allocate capacity among their customers could also materially adversely affect us.
In addition, cloud computing services may operate differently than anticipated when introduced or when new versions or enhancements are released. As we increase our reliance on cloud-based computing services, our exposure to damage from service interruptions may increase.
In addition, cloud-based computing services may operate differently than anticipated when introduced or when new versions or enhancements are released. As we increase our reliance on cloud-based computing services, our exposure to damage from service interruptions may increase.
The EU AI Act will impose material requirements on both the providers and deployers of AI Technologies, and prohibit certain AI practices, with infringement punishable by sanctions of up to 7% of annual worldwide turnover or EUR 35 million (whichever is higher) for the most serious breaches. • new and amended comprehensive and sector-specific (e.g., biometric, dating) privacy laws in a number of U.S. states, including California, Virginia, Colorado, Connecticut, Utah, Montana, Oregon, Illinois and Texas, as well as others that are expected to come into force over the coming months.
The EU AI Act will impose material requirements on both the providers and deployers of AI technologies, and prohibit certain AI practices, with infringement punishable by sanctions of up to 7% of annual worldwide turnover or €35 million (whichever is higher) for the most serious breaches. • new and amended comprehensive and sector-specific (e.g., biometric, dating) privacy laws in a number of U.S. states, including California, Virginia, Colorado, Connecticut, Utah, Montana, Oregon, Illinois and Texas, as well as others that are expected to come into force over the coming months.
Our Board of Directors, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, funding repurchases of Class A common stock; acquiring additional newly issued Common Units 35 from Bumble Holdings at a per unit price determined by reference to the market value of the Class A common stock; paying dividends, which may include special dividends, on its Class A common stock; or any combination of the foregoing.
Our Board of Directors, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, funding repurchases of Class A common stock; acquiring additional newly issued Common Units from Bumble Holdings at a per unit price determined by reference to the market value of the Class A common stock; paying dividends, which may include special dividends, on its Class A common stock; or any combination of the foregoing.
In addition, if, at any time, our Founder is neither an employee nor a director, any Class A common stock or Class B common stock held by our Founder will be entitled to one vote per share (in the case of the Class A common stock) or a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by our Founder (in the case of the Class B common stock), in each case on all matters on which stockholders of Bumble Inc. are entitled to vote generally.
If, at any time, our Founder is neither an employee nor a director, any Class A common stock or Class B common stock held by our Founder will be entitled to one vote per share (in the case of the Class A common stock) or a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by our Founder (in the case of the Class B common stock), in each case on all matters on which stockholders of Bumble Inc. are entitled to vote generally.
Moreover, in the event of a default, the holders of our indebtedness could elect to declare such indebtedness to be due and payable and/or elect to exercise other 34 rights, such as the lenders under our Revolving Credit Facility terminating their commitments thereunder and ceasing to make further loans or the lenders under our Senior Secured Credit Facilities instituting foreclosure proceedings against their collateral, any of which could materially adversely affect our results of operations and financial condition.
Moreover, in the event of a default, the holders of our indebtedness could elect to declare such indebtedness to be due and payable and/or elect to exercise other rights, such as the lenders under our Revolving Credit Facility terminating their commitments thereunder and ceasing to make further loans or the lenders under our Senior Secured Credit Facilities instituting foreclosure proceedings against their collateral, any of which could materially adversely affect our results of operations and financial condition.
Access to our products depends on mobile app stores and other third parties such as data center service providers, as well as third-party cloud infrastructure and service providers, payment aggregators, computer systems, internet transit providers and other 16 communications systems and service providers, and such third-parties may take actions that limit, prohibit or eliminate our ability to distribute or update our applications, or increase the costs to do so.
Access to our products depends on mobile app stores and other third parties such as data center service providers, as well as third-party cloud infrastructure and service providers, payment aggregators, computer systems, internet transit providers and other communications systems and service providers, and such third-parties may take actions that limit, prohibit or eliminate our ability to distribute or update our applications, or increase the costs to do so.
There are numerous laws and related regulator guidance in the countries in which we operate regarding privacy, data protection and/or artificial intelligence and numerous laws that stipulate detailed requirements for the storage, sharing, use, processing, disclosure and protection of personal data, the scope of which are constantly 30 changing, and in some cases, these laws are inconsistent and conflicting and subject to differing interpretations.
There are numerous laws and related regulator guidance in the countries in which we operate regarding privacy, data protection and/or artificial intelligence and numerous laws that stipulate detailed requirements for the storage, sharing, use, processing, disclosure and protection of personal data, the scope of which are constantly changing, and in some cases, these laws are inconsistent and conflicting and subject to differing interpretations.
The difference in voting rights subject us to numerous risks that could 39 adversely affect the value of our Class A common stock by, for example, delaying or deferring a change of control or if investors view, or any potential future purchaser of our company views, the superior voting rights of our Principal Stockholders to have value.
The difference in voting rights subject us to numerous risks that could adversely affect the value of our Class A common stock by, for example, delaying or deferring a change of control or if investors view, or any potential future purchaser of our company views, the superior voting rights of our Principal Stockholders to have value.
Furthermore, changes to billing options may cause a disruption to the user journey, which could cause a decrease in Paying User conversion rates. Alternatively, choosing not to explore the various billing options could present a risk of missed opportunity. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.
Furthermore, changes to billing options may cause a disruption to the member journey, which could cause a decrease in paying user conversion rates. Alternatively, choosing not to explore the various billing options could present a risk of missed opportunity. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.
The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could 28 make it difficult for us to stop the infringement, misappropriation or other violation of our intellectual property or marketing of competing products in violation of our intellectual property rights generally.
The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement, misappropriation or other violation of our intellectual property or marketing of competing products in violation of our intellectual property rights generally.
Furthermore, both Apple and Google have broad discretion to make changes to their operating systems or payment services or change the manner in which their mobile operating systems function and their respective terms and conditions applicable to the distribution of our applications, including the amount of, and requirement to pay, certain fees associated with purchases required to be facilitated by Apple and Google through our applications, and to interpret their respective terms and conditions in ways that may limit, eliminate or otherwise interfere with our products, our ability to distribute our applications through their stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades, the features we provide, the manner in which we market our in-app products, our ability to access native functionality or other aspects of mobile devices, and our ability to access information about our users that they collect.
Furthermore, both Apple and Google have broad discretion to make changes to their operating systems or payment services or change the manner in which their mobile operating systems function and their respective terms and conditions applicable to the distribution of our applications, including the amount of, and requirement to pay, certain fees associated with purchases required to be facilitated by Apple and Google through our applications, and to interpret their respective terms and conditions in ways that may limit, eliminate or otherwise interfere with our products, our ability to distribute our applications through their stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades, the features we provide, the manner in which we market our in-app products, our ability to access native functionality or other aspects of mobile devices, and our ability to access information about our members that they collect.
Among other things, these provisions: • provide that our Board of Directors will be divided into three classes, as nearly equal in size as possible, with directors in each class serving three-year terms and with terms of the directors of only one class expiring in any given year; • provide for the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66 2 ⁄ 3 % in voting power of the outstanding shares of our capital stock entitled to vote, if our Principal Stockholders and our Co-Investor beneficially own less than 30% of the total voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors and provide that specified directors designated pursuant to the stockholders agreement may not be removed without cause without the consent of the specified designating party; • provide that subject to the rights of the holders of any preferred stock and the rights granted pursuant to the stockholders agreement, vacancies and newly created directorships may be filled only by the remaining directors at any time the Principal Stockholders and our Co-Investor beneficially own less than 30% of the total voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors; • would allow us to authorize the issuance of shares of one or more series of preferred stock, including in connection with a stockholder rights plan, financing transactions or otherwise, the terms of which series may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock; 41 • prohibit stockholder action by written consent from and after the date on which our Principal Stockholders and our Co-Investor beneficially own at least 30% of the total voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors unless such action is recommended by all directors then in office; • provide for certain limitations on convening special stockholder meetings; • provide that the Board of Directors is expressly authorized to make, alter, or repeal our bylaws and that our stockholders may only amend our bylaws with the approval of 66 2 ⁄ 3 % or more of all of the outstanding shares of our capital stock entitled to vote, if our Principal Stockholders and our Co-Investor beneficially own less than 30% of the total voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors; • provide that certain provisions of our amended and restated certificate of incorporation may be amended only by the affirmative vote of the holders of at least 66 2 ⁄ 3 % in voting power of the outstanding shares of our capital stock entitled to vote, if our Principal Stockholders and our Co-Investor beneficially own less than 30% of the total voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors; and • establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
Among other things, these provisions: • provide that our Board of Directors will be divided into three classes, as nearly equal in size as possible, with directors in each class serving three-year terms and with terms of the directors of only one class expiring in any given year; • provide for the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66 2⁄3% in voting power of the outstanding shares of our capital stock entitled to vote, if our Principal Stockholders and our Co- Investor beneficially own less than 30% of the total voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors and provide that specified directors designated pursuant to the stockholders agreement may not be removed without cause without the consent of the specified designating party; • provide that subject to the rights of the holders of any preferred stock and the rights granted pursuant to the stockholders agreement, vacancies and newly created directorships may be filled only by the remaining directors at any time the Principal Stockholders and our Co-Investor beneficially own less than 30% of the total voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors; • would allow us to authorize the issuance of shares of one or more series of preferred stock, including in connection with a stockholder rights plan, financing transactions or otherwise, the terms of which series may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock; • prohibit stockholder action by written consent from and after the date on which our Principal Stockholders and our Co- Investor beneficially own at least 30% of the total voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors unless such action is recommended by all directors then in office; • provide for certain limitations on convening special stockholder meetings; • provide that the Board of Directors is expressly authorized to make, alter, or repeal our bylaws and that our stockholders may only amend our bylaws with the approval of 66 2⁄3% or more of all of the outstanding shares of our capital stock entitled to vote, if our Principal Stockholders and our Co-Investor beneficially own less than 30% of the total voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors; 37 Table of Contents • provide that certain provisions of our amended and restated certificate of incorporation may be amended only by the affirmative vote of the holders of at least 66 2⁄3% in voting power of the outstanding shares of our capital stock entitled to vote, if our Principal Stockholders and our Co-Investor beneficially own less than 30% of the total voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors; and • establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
Risks Related to Our Brands, Products and Operations If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed.
Risks Related to Our Brands, Products and Operations If we fail to retain existing members or add new members, or if our members decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed.
These social media and mobile platform competitors could use strong or dominant positions in one or more markets, and ready access to existing 15 large pools of potential users and personal information regarding those users, to gain competitive advantages over us.
These social media and mobile platform competitors could use strong or dominant positions in one or more markets, and ready access to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over us.
These ESG-related initiatives and goals could be difficult and expensive to implement, the technologies needed to implement them may not be cost-effective and may not advance at a sufficient pace, and we could be criticized for the inaccuracy, inadequacy or incompleteness 33 of the disclosure.
These ESG- related initiatives and goals could be difficult and expensive to implement, the technologies needed to implement them may not be cost-effective and may not advance at a sufficient pace, and we could be criticized for the inaccuracy, inadequacy or incompleteness of the disclosure.
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our Class A common stock in the future at a time and at a price 40 that we deem appropriate.
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our Class A common stock in the future at a time and at a price that we deem appropriate.
Our future success depends on the continuing efforts of our key employees and our ability to attract and retain highly skilled personnel and senior management and maintain our culture, including as a result of our recent restructuring. We depend on the continued services and performance of our key personnel.
Our future success depends on the continuing efforts of our key employees and our ability to attract and retain highly skilled personnel and senior management and maintain our culture, including as a result of our restructuring. We depend on the continued services and performance of our key personnel.
The rapid evolution of AI, including potential regulation, makes the risks of using AI impossible to predict, and will require the dedication of significant resources to develop, test and maintain AI technologies, including to implement AI ethically in order to minimize unintended harmful impact.
The rapid evolution of AI, including potential regulation, makes the risks of using AI impossible to predict, and will require the dedication of significant resources to develop, test and maintain AI, including to implement AI ethically in order to minimize unintended harmful impact.
The GDPR and the UK GDPR, respectively, prohibit transfers of personal data from the EEA or the UK to most other countries including the United States, unless a particular compliance mechanism (and, if necessary, certain safeguards) are implemented.
Furthermore, the GDPR and the UK GDPR, respectively, prohibit transfers of personal data from the EEA or the UK to most other countries including the United States, unless a particular compliance mechanism (and, if necessary, certain safeguards) are implemented.
In the event that our ability to accurately target, track and measure our advertising campaigns at the user level becomes more limited due to such large tech platforms’ policy changes or regulatory changes, or we are no longer able to conduct targeted advertisement and performance marketing through such platforms because of increased costs of advertising on these platforms, or we choose not to conduct targeted advertisement and performance marketing through such platforms due to, for example, brand safety concerns, our user acquisition and revenue stream may be materially adversely affected.
In the event that our ability to accurately target, track and measure our advertising campaigns at the member level becomes more limited due to such large tech platforms’ policy changes or regulatory changes, or we are no longer able to conduct targeted advertisement and performance marketing through such platforms because of increased costs of advertising on these platforms, or we choose not to conduct targeted advertisement and performance marketing through such platforms due to, for example, brand safety concerns, our member acquisition and revenue stream may be materially adversely affected.
The concentration of ownership could deprive you of an opportunity 37 to receive a premium for your shares of Class A common stock as part of a sale of our company and ultimately might affect the market price of our Class A common stock.
The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of our company and ultimately might affect the market price of our Class A common stock.
Office of Foreign Assets Control, that restrict our dealings with certain sanctioned countries, territories, individuals and entities; these laws and regulations are complex, frequently changing, and increasing in number, and may impose additional prohibitions or compliance obligations on our dealings in certain countries and territories; • political unrest, terrorism, war, health and safety epidemics or the threat of any of these events; • advisories by the U.S. or other governments regarding usage of our apps in other countries; 19 • breaches or violation of any anti-corruption laws, rules or regulations applicable to our business, including but not limited to the Foreign Corrupt Practices Act of 1977, as amended; and • any failure to comply with any demand by enforcement authorities to access our user data, which could lead to our inability to operate in such country or other punitive acts.
Office of Foreign Assets Control, that restrict our dealings with certain sanctioned countries, territories, individuals and entities – these laws and regulations are complex, frequently changing, and increasing in number, and may impose additional prohibitions or compliance obligations on our dealings in certain countries and territories; • political unrest, terrorism, war, health and safety epidemics or the threat of any of these events; • advisories by the U.S. or other governments regarding usage of our apps in other countries; • breaches or violation of any anti-corruption laws, rules or regulations applicable to our business, including but not limited to the Foreign Corrupt Practices Act of 1977, as amended; and • any failure to comply with any demand by enforcement authorities to access our member data, which could lead to our inability to operate in such country or other punitive acts.
If we are required, or choose to enter into royalty or licensing arrangements, such arrangements may not be available on reasonable terms, or at all, and may 27 significantly increase our operating costs and expenses.
If we are required, or choose to enter into royalty or licensing arrangements, such arrangements may not be available on reasonable terms, or at all, and may significantly increase our operating costs and expenses.
Ri sk Factors You should carefully consider the following risks and all of the other information set forth in this Annual Report, including without limitation “Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes in “Item 8—Financial Statements and Supplementary Data.” The following risk factors have been organized by category for ease of use; however, many of the risks may have impacts in more than one category.
Risk Factors You should carefully consider the following risks and all of the other information set forth in this Annual Report, including without limitation “Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes in “Item 8—Financial Statements and Supplementary Data.” The following risk factors have been organized by category for ease of use; however, many of the risks may have impacts in more than one category.
The introduction of new brands and products or changes to existing brands and products, expansion of our activities in certain jurisdictions, or other actions that we may take may result in new or enhanced governmental or regulatory scrutiny.
Further, the introduction of new brands and products or changes to existing brands and products, expansion of our activities in certain jurisdictions, or other actions that we may take may result in new or enhanced governmental or regulatory scrutiny.
As a result, we face additional risks in connection with certain of our international operations.” We must monitor and, where applicable, comply with rapidly evolving laws and regulations relating to privacy, data protection and/or artificial intelligence across jurisdictions, and the failure to do so could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.
As a result, we face additional risks in connection with certain of our international operations.” We must monitor and, where applicable, comply with rapidly evolving laws and regulations relating to privacy, data protection and/or artificial intelligence across jurisdictions, and the failure to do so could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in member growth or engagement, or otherwise harm our business.
Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, government-owned service providers, device manufacturers and operating system providers, any of whom could take actions that degrade, disrupt or increase the cost of user access to our products or services, which would, in turn, negatively impact our business.
Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, government-owned service providers, device manufacturers and operating system providers, any of whom could take actions that degrade, disrupt or increase the cost of member access to our products or services, which would, in turn, negatively impact our business.
Failure to comply with evolving privacy laws and standards could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business or our reputation, and to the extent that we need to alter our business model or practices to adapt to these obligations, we could incur additional expenses, which may in turn materially adversely affect our business, financial condition, and results of operations.
Failure to comply with evolving privacy laws and standards could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in member growth or engagement, or otherwise harm our business or our reputation, and to the extent that we need to alter our business model or practices to adapt to these obligations, we could incur additional expenses, which may in turn materially adversely affect our business, financial condition, and results of operations.
While we have systems and processes in place that aim to monitor and review the appropriateness of the content accessible through our products, which include, in particular, reporting tools through which users can inform us of such behavior on the platform, and have adopted policies regarding illegal, offensive or inappropriate use of our products, our users have in the past, and could in the future, nonetheless engage in activities that violate our policies, and/or the systems and processes that we have in place to monitor and review the appropriateness of content may fail.
While we have systems and processes in place that aim to monitor and review the appropriateness of the content accessible through our products, which include, in particular, reporting tools through which members can inform us of such behavior on the platform, and have adopted policies regarding illegal, offensive or inappropriate use of our products, our members have in the past, and could in the future, nonetheless engage in activities that violate our policies, and/or the systems and processes that we have in place to monitor and review the appropriateness of content may fail.
Although we have developed technology and processes that are designed to protect our data and user data, to prevent data loss, to disable undesirable accounts and activities on our platform, and to prevent or detect security breaches, we cannot assure you that such measures will be successful, that we will be able to anticipate or detect all cyber-attacks or other breaches, that we will be able to react to cyber-attacks or other breaches in a timely manner, or that our remediation efforts will be successful.
Although we have developed technology and processes that are designed to protect our data and member data, to prevent data loss, to disable undesirable accounts and activities on our platform, and to prevent or detect security breaches, we cannot assure you that such measures will be successful, that we will be able to anticipate or detect all cyber-attacks or other breaches, that we will be able to react to cyber-attacks or other breaches in a timely manner, or that our remediation efforts will be successful.
Such regulations have impacted and could materially adversely affect our payment authorization rate, user journey, paying user conversion rates, and could also in the future affect our payment reversal rates.
Such regulations have impacted and could materially adversely affect our payment authorization rate, member journey, paying user conversion rates, and could also in the future affect our payment reversal rates.
As a result of our prominence, the size of our user base, the types and volume of personal data on our systems, and the evolving nature of our products and services (including our efforts involving new and emerging technologies), we may be a particularly attractive target for such attacks, including from highly sophisticated, state-sponsored, or otherwise well-funded actors.
As a result of our prominence, the size of our member base, the types and volume of personal data on our systems, and the evolving nature of our products and services (including our efforts involving new and emerging technologies), we may be a particularly attractive target for such attacks, including from highly sophisticated, state-sponsored, or otherwise well-funded actors.
Similarly, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that may not be reversed upon appeal, including being subject to a permanent injunction and being required to pay substantial monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property rights.
Similarly, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that may not be reversed upon appeal, including being subject to a permanent injunction and being required to pay substantial monetary damages, such as treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property rights.
In addition, substantial negative commentary by others on social media platforms could have an adverse impact on our reputation and ability to attract and retain users. If our advertising and marketing campaigns do not generate a sufficient number of users, our business, financial condition and results of operations will be materially adversely affected.
In addition, substantial negative commentary by others on social media platforms could have an adverse impact on our reputation and ability to attract and retain members. If our advertising and marketing campaigns do not generate a sufficient number of members, our business, financial condition and results of operations will be materially adversely affected.
In addition to purchases through the Apple App Store and the Google Play Store, we accept a number of direct payment options from our users, which are facilitated by online payment service providers, including credit and debit cards, mobile and internet provider billing, online wallet-based payments, bank transfers, and ticket- and voucher-based payments.
In addition to purchases through the Apple App Store and the Google Play Store, we accept a number of direct payment options from our members, which are facilitated by online payment service providers, including credit and debit cards, mobile and internet provider billing, online wallet-based payments, bank transfers, and ticket- and voucher-based payments.
Risks Related to Information Technology Systems Security breaches, improper access to or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents could compromise the confidentiality and/or availability of sensitive information related to our business and/or personal data processed by us or on our behalf and expose us to liability, which could harm our reputation and materially adversely affect our business.
Risks Related to Information Technology Systems Security breaches, improper access to or disclosure of our data or member data, other hacking and phishing attacks on our systems, or other cyber incidents could compromise the confidentiality and/or availability of sensitive information related to our business and/or personal data processed by us or on our behalf and expose us to liability, which could harm our reputation and materially adversely affect our business.
In addition, we may not experience rapid user growth or engagement in countries where, even though mobile device penetration is high, due to the lack of sufficient cellular based data networks, consumers rely heavily on Wi-Fi and may not access our products regularly throughout the day.
In addition, we may not experience rapid member growth or engagement in countries where, even though mobile device penetration is high, due to the lack of sufficient cellular based data networks, consumers rely heavily on Wi-Fi and may not access our products regularly throughout the day.
We believe that the importance of brand recognition will continue to increase, given the growing number of online dating and social connection sites and applications, or “apps,” and the low barriers to entry for companies offering online dating, social connection and other types of personal services. Many of our new users are referred by existing users.
We believe that the importance of brand recognition will continue to increase, given the growing number of online dating and social connection sites and applications, or “apps,” and the low barriers to entry for companies offering online dating, social connection and other types of personal services. Many of our new members are referred by existing members.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of larger deductibles or co-insurance requirements, could have a material adverse effect on our results of operations, financial condition and cash flows.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or any changes in our insurance policies, including premium increases or the imposition of larger deductibles or co-insurance requirements, could have a material adverse effect on our results of operations, financial condition and cash flows.
If these third parties fail to adopt or adhere to adequate data security practices, to comply with applicable legislation, to transfer data with the required adequate measures for the transfer, or in the event of a breach of their networks, our data or our users’ data may be improperly accessed, used, or disclosed, which could subject us to legal liability.
If these third parties fail to adopt or adhere to adequate data security practices, to comply with applicable legislation, to transfer data with the required adequate measures for the transfer, or in the event of a breach of their networks, our data or our members’ data may be improperly accessed, used, or disclosed, which could subject us to legal liability.
We rely on third parties, primarily data center service providers (such as colocation providers), as well as third-party cloud infrastructure and service providers, payment aggregators, computer systems, internet transit providers, other communications systems and service providers, and system management service providers, in connection with the provision of our products generally, as well as to facilitate and process certain transactions with our users.
We rely on third parties, primarily data center service providers (such as colocation providers), as well as third-party cloud infrastructure and service providers, payment aggregators, computer systems, internet transit providers, other communications systems and service providers, and system management service providers, in connection with the provision of our products generally, as well as to facilitate and process certain transactions with our members.
See “—Security breaches, improper access to or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents could compromise the confidentiality and/or availability of sensitive information related to our business and/or personal data processed by us or on our behalf and expose us to liability, which could harm our reputation and materially adversely affect our business.” We also continually work to update and enhance our software and systems and expand the efficiency and scalability of our technology and network systems to improve the experience of our users, accommodate substantial increases in the volume of traffic to our various products, ensure acceptable load times for our products and keep up with changes in technology and user preferences, as well as to respond to regulatory changes and evolving security risks and industry standards.
See “—Security breaches, improper access to or disclosure of our data or member data, other hacking and phishing attacks on our systems, or other cyber incidents could compromise the confidentiality and/or availability of sensitive information related to our business and/or personal data processed by us or on our behalf and expose us to liability, which could harm our reputation and materially adversely affect our business.” We also continually work to update and enhance our software and systems and expand the efficiency and scalability of our technology and network systems to improve the experience of our members, accommodate substantial increases in the volume of traffic to our various products, ensure acceptable load times for our products and keep up with changes in technology and member preferences, as well as to respond to regulatory changes and evolving security risks and industry standards.
The GDPR is continuously interpreted by EU data protection regulators and the European Data Protection Board, which requires us to make changes to our business practices from time to time that could be time-consuming and expensive, and could generate additional risks and liabilities. • the UK GDPR and the UK Data Protection Act of 2018, which expose us to a different interpretation of the law by the UK Information Commissioner’s Office as well as two parallel regimes for the protection of personal data, each of which authorizes similar fines and which may lead to potentially divergent enforcement actions.
The GDPR is continuously interpreted by EU data protection regulators and the European Data Protection Board, which requires us to make changes to our business practices from time to time that could be time-consuming and expensive, and could generate additional risks and liabilities. • the UK GDPR, the UK Data Protection Act of 2018 and the UK Data Use and Access Act of 2025, which expose us to a different interpretation of the law by the UK Information Commissioner’s Office as well as two parallel regimes for the protection of personal data, each of which authorizes similar fines and which may lead to potentially divergent enforcement actions.
Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective marketing efforts, including through our social media presence and use of sponsorships, brand ambassadors, spokespersons and social media influencers. Any failure in these efforts could materially adversely affect our business, financial condition and results of operations.
Our growth and profitability rely, in part, on our ability to attract and retain members through cost-effective marketing efforts, including through our social media presence and use of sponsorships, brand ambassadors, spokespersons and social media influencers. Any failure in these efforts could materially adversely affect our business, financial condition and results of operations.
We are, and from time to time may become, subject to litigation and various legal proceedings, including litigation and proceedings related to intellectual property matters, privacy, data protection and consumer protection laws, as well as stockholder derivative suits, class action lawsuits, mass arbitrations, actions from former employees and other matters, that involve claims for substantial amounts of money or for other relief, results in significant costs for legal representation, arbitration fees, or other legal or related services, or that might necessitate changes to our business or operations.
We are, and from time to time may become, subject to litigation and various legal proceedings, including litigation and legal proceedings related to intellectual property matters, privacy, data protection and consumer protection laws, as well as stockholder derivative suits, class action lawsuits, mass arbitrations, actions from former or current employees and other matters, that involve claims for substantial amounts of money or for other relief, result in significant costs for legal representation, arbitration fees, or other legal or related services, or that might necessitate changes to our business or operations.
We and our brand ambassadors, spokespersons and social media influencers also use social media channels as a means of communicating with consumers. Unauthorized or inappropriate use of these channels could result in harmful publicity or negative consumer experiences, which could have an adverse impact on the effectiveness of our marketing in these channels.
We and our brand ambassadors, spokespersons and social media influencers also use social media channels as a means of communicating with consumers. Unauthorized or inappropriate use of these channels could result in harmful publicity or negative member experiences, which could have an adverse impact on the effectiveness of our marketing in these channels.
When one or more of our users suffers or alleges to have suffered any such harm either on our platform or in person after meeting on our products, we have in the past, and could in the future, experience negative publicity or legal action that could damage our brands and our brands’ reputation.
When one or more of our members suffers or alleges to have suffered any such harm either on our platform or in person after meeting on our products, we have in the past, and could in the future, experience negative publicity or legal action that could damage our brands and our brands’ reputation.
Furthermore, users have in the past and may in the future use our products for illegal or harmful purposes rather than for their intended purposes, such as romance scams, promotion of false or inaccurate information, financial fraud, drug trafficking, sex-trafficking, and recruitment to terrorist groups.
Furthermore, members have in the past and may in the future use our products for illegal or harmful purposes rather than for their intended purposes, such as romance scams, promotion of false or inaccurate information, financial fraud, drug trafficking, sex-trafficking, and recruitment to terrorist groups.
Furthermore, to the extent that our users, particularly women, do not feel safe using our products, our reputation and Bumble app's “women-first” brand would be negatively affected, which may in turn materially adversely affect our business, financial condition and results of operations.
Furthermore, to the extent that our members, particularly women, do not feel safe using our products, our reputation and Bumble app's “women-first” brand would be negatively affected, which may in turn materially adversely affect our business, financial condition and results of operations.
While our mobile applications are generally free to download from these stores, we offer our users the opportunity to purchase subscriptions and certain à la carte features through these applications. We determine the prices at which these subscriptions and features are sold, subject to approval by Apple or Google, as relevant.
While our mobile applications are generally free to download from these stores, we offer our members the opportunity to purchase subscriptions and certain à la carte features through these applications. We determine the prices at which these subscriptions and features are sold, subject to approval by Apple or Google, as relevant.
If the Apple App Store or the Google Play Store were to experience an outage, or if either decided to exit a market, many of our users may be unable to access our apps, which could materially adversely affect our business, financial condition and results of operations.
If the Apple App Store or the Google Play Store were to experience an outage, or if either decided to exit a market, many of our members may be unable to access our apps, which could materially adversely affect our business, financial condition and results of operations.
Following industry pushback and country-specific regulations, Google has since introduced in certain markets the option for developers to offer users an alternative to Google Play’s billing system. Similarly, Apple has introduced country-specific billing policies following industry pushback and country-specific regulations. We actively explore billing options on a country-by-country basis.
Following industry pushback, country-specific regulations and court orders, Google has since introduced in certain markets the option for developers to offer users an alternative to Google Play’s billing system. Similarly, Apple has introduced country-specific billing policies following industry pushback, country-specific regulations and court orders. We actively explore billing options on a country-by-country basis.
In addition, from time to time, we use the success stories of our users, and utilize sponsorships, Bumble app brand ambassadors, spokespersons and social media influencers, including in some cases celebrities, in our advertising and marketing programs to communicate on a personal level with consumers.
In addition, from time to time, we use the success stories of our members, and utilize sponsorships, Bumble app brand ambassadors, spokespersons and social media influencers, including in some cases celebrities, in our advertising and marketing programs to communicate on a personal level with consumers.
However, because we hold ourselves to such high standards, and because we believe our users have come to have high expectations of us, we may be more severely affected by negative reports or publicity if we fail, or are perceived to have failed, to live up to Bumble app’s mission.
However, because we hold ourselves to such high standards, and because we believe our members have come to have high expectations of us, we may be more severely affected by negative reports or publicity if we fail, or are perceived to have failed, to live up to Bumble app’s mission.
While we believe our exposure from the recent conflicts in Eastern Europe and the Middle East is limited, we could experience unanticipated disruptions to our business as a result of current or future regional and 25 global conflicts, including sanctions or other laws and regulations prohibiting or limiting operations in certain jurisdictions, increased risks of potential cyber attacks, related impacts to our customers, or micro- or macro-economic effects on the global economy.
While we believe our exposure from the recent conflicts in Eastern Europe and the Middle East is limited, we could experience unanticipated disruptions to our business as a result of current or future regional and global conflicts, including sanctions or other laws and regulations prohibiting or limiting operations in certain jurisdictions, increased risks of potential cyber attacks, related impacts to our members, or micro- or macro-economic effects on the global economy.
Our financial condition and operating results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including, for example: • the timing, size and effectiveness of our marketing efforts; • the timing and success of new product, service and feature introductions by us or our competitors or any other change in the competitive landscape of our market; • fluctuations in the rate at which we attract new users, the level of engagement of such users and the propensity of such users to subscribe to our brands or to purchase à la carte features; • successful expansion into international markets; • errors in our forecasting of the demand for our products and services, which could lead to lower revenue or increased costs, or both; • increases in sales and marketing, product development or other operating expenses that we may incur to grow and expand our operations and to remain competitive; • decisions to slow or cease development for an application, or to shut down such application altogether; • impairments to our goodwill and intangible assets as a result of a number of factors, some of which are beyond our control; • the diversification and growth of our revenue sources; • our ability to maintain gross margins and operating margins; • fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies; • changes in our effective tax rate; • changes in accounting standards, policies, guidance, interpretations, or principles; • our development and improvement of the quality of our app experiences, including, enhancing existing and creating new products, services, technology and features; • the continued development and upgrading of our technology platform; • system failures or breaches of security or privacy; • 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; • adverse litigation judgments, settlements, or other litigation-related costs; • changes in the legislative or regulatory environment, including with respect to privacy, intellectual property, consumer product safety, and advertising, or enforcement by government regulators, including fines, orders, or consent decrees; • changes in business or macroeconomic conditions, including the impact of lower consumer confidence in our business or in the online dating and social connection industry generally, recessionary conditions, inflation, interest rates, increased unemployment rates, stagnant or declining wages, political unrest, tariffs and resulting trade wars, terrorism, armed conflicts, pandemics or epidemics or natural disasters; and • changes in our expected estimated useful life of property and equipment and intangible assets.
Our financial condition and operating results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including, for example: • the timing, size and effectiveness of our marketing efforts; • the timing and success of new product, service and feature introductions by us or our competitors or any other change in the competitive landscape of our market; • fluctuations in the rate at which we attract new members, the level of engagement of such members and the propensity of such members to subscribe to our brands or to purchase à la carte features; • successful expansion into international markets; • errors in our forecasting of the demand for our products and services, which could lead to lower revenue or increased costs, or both; • increases in sales and marketing, product development or other operating expenses that we may incur to grow and expand our operations and to remain competitive; 38 Table of Contents • the implementation of new business plans and strategies intended to drive long-term growth; • decisions to slow or cease development for an application, or to shut down such application altogether; • impairments to our goodwill and intangible assets as a result of a number of factors, some of which are beyond our control; • the diversification and growth of our revenue sources; • our ability to maintain gross margins and operating margins; • fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies; • changes in our effective tax rate; • changes in accounting standards, policies, guidance, interpretations, or principles; • our development and improvement of the quality of our app experiences, including, enhancing existing and creating new products, services, technology and features; • the continued development and upgrading of our technology platform; • system failures or breaches of security or privacy; • 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; • adverse litigation judgments, settlements, or other litigation-related costs; • changes in the legislative or regulatory environment, including with respect to privacy, intellectual property, consumer product safety, and advertising, or enforcement by government regulators, including fines, orders, or consent decrees; • changes in business or macroeconomic conditions, including the impact of lower consumer confidence in our business or in the online dating and social connection industry generally, recessionary conditions, inflation, interest rates, increased unemployment rates, stagnant or declining wages, political unrest, tariffs and resulting trade wars, terrorism, armed conflicts, pandemics or epidemics or natural disasters; and • changes in our expected estimated useful life of property and equipment and intangible assets.
If we are not able to compete effectively against our current or future competitors and products that may emerge, the size and level of engagement of our user base may decrease, which could materially adversely affect our business, financial condition and results of operations.
If we are not able to compete effectively against our current or future competitors and products that may emerge, the size and level of engagement of our member base may decrease, which could materially adversely affect our business, financial condition and results of operations.
We work with our payment service providers to utilize tokenization tools to replace sensitive cardholder information with a stand-in token to help secure individual cardholder bank account details in payment card transactions and to reduce the number of systems that have access to our customers’ payment card information.
We work with our payment service providers to utilize tokenization tools to replace sensitive cardholder information with a stand-in token to help secure individual cardholder bank account details in payment card transactions and to reduce the number of systems that have access to our members’ payment card information.
Additionally, if we need to migrate our business to different third-party data center service providers, cloud infrastructure and service providers, or payment aggregators, as a result of any such problems or insolvency, it could delay our ability to process transactions with our users.
Additionally, if we need to migrate our business to different third-party data center service providers, cloud infrastructure and service providers, or payment aggregators, as a result of any such problems or insolvency, it could delay our ability to process transactions with our members.
We are subject to a variety of laws and regulations in the United States and abroad that involve matters that are important to or may otherwise impact our business, including, among others, broadband internet access, online commerce, online safety, advertising, user privacy, data protection, cybersecurity, artificial intelligence, intermediary liability, protection of minors, consumer protection, general 29 safety, sex-trafficking, labor and employment, taxation and securities law compliance.
We are subject to a variety of laws and regulations in the United States and abroad that involve matters that are important to or may otherwise impact our business, including, among others, broadband internet access, online commerce, online safety, advertising, member privacy, data protection, cybersecurity, artificial intelligence, intermediary liability, protection of minors, consumer protection, general safety, sex-trafficking, labor and employment, taxation and securities law compliance.
In addition, we may make decisions regarding our business and products in accordance with Bumble app’s mission and values that may reduce our short- or medium-term operating results if we believe those decisions are consistent with the mission and will improve the aggregate user experience.
In addition, we may make decisions regarding our business and products in accordance with Bumble app’s mission and values that may reduce our short- or medium-term operating results if we believe those decisions are consistent with the mission and will improve the aggregate member experience.
Finally, the passage or adoption of any legislation or regulation affecting the ability of service providers to periodically charge consumers for, among other things, recurring subscription payments may materially adversely affect our business, financial condition and results of operations.
Finally, the passage or adoption of any legislation or regulation affecting pricing transparency or the ability of service providers to periodically charge consumers for, among other things, recurring subscription payments may materially adversely affect our business, financial condition and results of operations.
For example, a variety of laws and regulations govern the ability of users to cancel subscriptions and auto-payment renewals. We have in the past and may in the future be subject to claims under such laws and regulations that could materially adversely affect our business.
For example, a variety of laws and regulations govern the ability of members to cancel subscriptions and auto-payment renewals. We have in the past and may in the future be subject to claims under such laws and regulations that could materially adversely affect our business.
In addition, we are subject to various laws with regard to content moderation, such as the EU Digital Services Act, which may affect our business and operations and subject us to significant fines if such laws are interpreted and applied in a manner inconsistent with our practices.
In particular, we are subject to various laws with regard to content moderation, such as the EU Digital Services Act, which may affect our business and operations and subject us to significant fines if such laws are interpreted and applied in a manner inconsistent with our practices.
The adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet or our services, including laws or regulations that undermine open and neutrally administered internet access, could decrease user demand for our service offerings and increase our cost of doing business.
The adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet or our services, including laws or regulations that undermine open and neutrally administered internet access, could decrease member demand for our service offerings and increase our cost of doing business.
These may include offering different product features, services or pricing models that users may prefer or offering their products and services to users at no charge, which may enable them to acquire and engage users at the expense of our user growth or engagement.
These may include offering different product features, services or pricing models that users may prefer or offering their products and services to users at no charge, which may enable them to acquire and engage users at the expense of our member growth or engagement.
The damage to our reputation may be greater than other companies that do not have similar values as us, and it may take us longer to recover from such an incident and gain back the trust of our users.
The damage to our reputation may be greater than other companies that do not have similar values as us, and it may take us longer to recover from such an incident and gain back the trust of our members.
We continuously combat spam and fake accounts, including by suspending or terminating accounts we believe to be spammers and launching algorithmic changes focused on detecting and curbing abusive activities. However, our actions to combat spam and fake accounts require significant resources and time.
In addition, we continuously combat spam and fake accounts, including by suspending or terminating accounts we believe to be spammers and launching algorithmic changes focused on detecting and curbing abusive activities. However, our actions to combat spam and fake accounts require significant resources and time.
For instance, if a significant understatement or overstatement of active users were to occur, we may expend resources to implement unnecessary business measures or fail to take required actions to attract a sufficient number of users to satisfy our growth strategies.
For instance, if a significant understatement or overstatement of active members were to occur, we may expend resources to implement unnecessary business measures or fail to take required actions to attract a sufficient number of members to satisfy our growth strategies.
If partners or investors do not perceive our user, geographic, or other demographic metrics to be accurate representations of our user base, or if we discover material inaccuracies in our user, geographic, or other demographic metrics, our business, results of operations and reputation may be materially adversely impacted.
If partners or investors do not perceive our member, geographic, or other demographic metrics to be accurate representations of our member base, or if we discover material inaccuracies in our member, geographic, or other demographic metrics, our business, results of operations and reputation may be materially adversely impacted.
We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, to refinance our debt or to fund our other liquidity needs.
We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, to refinance or pay off our debt or to fund our other liquidity needs.
Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.
Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in member growth or engagement, or otherwise harm our business.
If the inflation rate increases, our expenses may also increase. Any attempts to offset cost increases with price increases may result in a decrease in the number of Paying Users, increased user dissatisfaction or otherwise harm our reputation.
If the inflation rate increases, our expenses may also increase. Any attempts to offset cost increases with price increases may result in a decrease in the number of Paying Users, increased member dissatisfaction or otherwise harm our reputation.
See Part I, “Item 3— Legal Proceedings” and Note 19, Commitments and Contingencies, to the audited consolidated financial statements included in “Item 8―Financial Statements and Supplementary Data.” Online applications are subject to various laws and regulations relating to children’s privacy and protection, which if violated, could subject us to an increased risk of litigation and regulatory actions.
See Part I, “Item 3— Legal Proceedings” and Note 20, Commitments and Contingencies , to the audited consolidated financial statements included in Part II, “Item 8―Financial Statements and Supplementary Data.” Online applications are subject to various laws and regulations relating to children’s privacy and protection, which if violated, could subject us to an increased risk of litigation and regulatory actions.
Our ability to retain, increase, and engage our user base and to increase our revenue depends heavily on our ability to continue to evolve our existing brands and products and to create successful new brands and products, both independently and in conjunction with developers or other third parties.
Our ability to retain, increase, and engage our member base and to increase our revenue depends heavily on our ability to continue to evolve our existing brands and products and to create successful new brands and products, both independently and in conjunction with developers or other third parties.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur CISO joined the Company in April 2024, and has over 20 years of experience in the field of cybersecurity .
Biggest changeIn 2025, two individuals served in the CISO role–a Chief Information Security & Trust Officer who served from April 2024 to June 2025, and a Chief Information Security Officer who served from June 2025 to January 2026. Each of these individuals had over 20 years of experience in the field of cybersecurity.
The Board has broad oversight of risk management related to us and our business while delegating certain specific risk oversight responsibilities to its committees. The Board oversees our risk management activities through a combination of processes, 46 including direct engagement with management.
The Board has broad oversight of risk management related to us and our business while delegating certain specific risk oversight responsibilities to its committees. The Board oversees our risk management activities through a combination of processes, including direct engagement with management.
While we do not belie ve that, as of the date of this Form 10-K, we have experienced a cybersecurity threat or incident, including as a result of any previous cybersecurity incident, that has materially adversely affected our business strategy, results of operations or financial condition, the sophistication of cyber threats continues to increase, and the preventative actions we take to reduce the risk of cybersecurity incidents and protect our systems and information may be insufficient.
While we do not believe that, as of the date of this Form 10-K, we have experienced a cybersecurity threat or incident, including as a result of any previous cybersecurity incident, that has materially adversely affected our business strategy, results of operations or financial condition, the sophistication of cyber threats continues to increase, and the preventative actions we take to reduce the risk of cybersecurity incidents and protect our systems and information may be insufficient.
Item 1C. Cyb ersecurity As required by Item 106 of Regulation S-K, the following sets forth certain information regarding our cybersecurity strategy, risk management and governance. Risk management and strategy Cybersecurity risk management is an important and rapidly evolving part of our overall risk management efforts.
Item 1C. Cybersecurity As required by Item 106 of Regulation S-K, the following sets forth certain information regarding our cybersecurity strategy, risk management and governance. Risk management and strategy Cybersecurity risk management is an important and rapidly evolving part of our overall risk management efforts.
There are also scheduled monthly meetings where, among others, our CISO, Head of Privacy and a representative of the Sponsor attend, in order to discuss our cybersecurity program, including evaluating the implementation of additional controls, processes, policies, and procedures, as appropriate, as well as any notable security incidents, if any.
There are also scheduled monthly meetings where, among others, our 42 Table of Contents CISO, Head of Privacy and a representative of the Sponsor attend, in order to discuss our cybersecurity program, including evaluating the implementation of additional controls, processes, policies, and procedures, as appropriate, as well as any notable security incidents, if any.
When engaging third-party critical service providers, we conduct security assessments before engagement and require them to implement comprehensive cybersecurity practices consistent with applicable legal standards and industry best practices.
When engaging third-party critical service providers, we conduct risk assessments before engagement and require them to implement comprehensive cybersecurity practices consistent with applicable legal standards and industry best practices.
Accordingly, no matter how well designed or implemented our controls are, we will not be able to anticipate all security incidents of these types, and we may not be able to implement effective preventive measures against such security incidents in a timely m anner.
Accordingly, no matter how well designed or implemented our controls are, we will not be able to anticipate all security incidents of these types, and we may not be able to implement effective preventive measures against such security incidents in a timely manner.
Our vulnerability management program operates on multiple layers of vulnerability discovery, such as third-party software component analysis, static and dynamic security testing, continuous infrastructure vulnerability scanning, cloud infrastructure scanning, independent third-party penetration testing, and a public bug bounty scheme.
Our vulnerability management program operates on multiple layers of vulnerability discovery, such as third-party software component analysis, static and dynamic security testing, continuous infrastructure vulnerability scanning, cloud infrastructure scanning, 41 Table of Contents independent third-party penetration testing, and a public bug bounty scheme.
O ur CISO provides quarterly updates to the Audit and Risk Committee, as well as an annual report to the Board , regarding the Company’s cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies, while maintaining the confidentiality, integrity, and availability of information, including user information under our custody.
The Company’s CISO provides quarterly updates to the Audit and Risk Committee, as well as an annual report to the Board, regarding the Company’s cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies, while maintaining the confidentiality, integrity, and availability of information, including member information under our custody.
We believe we are a particularly attractive target as a result of the types and volume of personal data and content on our systems and the evolving nature of our products and services. Our products and services reach millions of users and involve the collection, storage, processing, and transmission of large amounts of data.
We believe we are a particularly attractive target of cybersecurity threats as a result of the types and volume of personal data and content on our systems and the evolving nature of our products and services. Our products and services reach millions of members and involve the collection, storage, processing, and transmission of large amounts of data.
However, at any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our program. We continuously work to enhance our information security program and risk management efforts.
However, at any given time, we face known and unknown cybersecurity risks and threats that cannot be fully eliminated, and we may discover vulnerabilities in our information security program. We continuously work to enhance our information security program and risk management efforts.
Our Chief Information Security & Trust Officer (“CISO”) leads our cybersecurity program across the Company and oversees the ISMS. He is supported by our Information Security team, which includes the first responders to cybersecurity incidents.
Our VP of Engineering is our acting Chief Information Security Officer (“CISO”) and, in coordination with our Chief Product and Technology Officer (“CPTO”), leads our cybersecurity program across the Company and oversees the ISMS. He is supported by our Information Security team, which includes the first responders to cybersecurity incidents.
National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, and the Payment Card Industry (“PCI”) Data Security Standard (“PCI-DSS”). It leverages the guidance of ISO 27001 in its design and operation, with policies intended to align to the requirements of ISO 27001 and follow the technical guidance of the appropriate NIST SP 800-53 Security and Privacy Controls standards where applicable.
It leverages the guidance of ISO 27001 in its design and operation, with policies intended to advise on the requirements of ISO 27001 and follow the technical guidance of the appropriate NIST SP 800-53 Security and Privacy Controls standards or CIS where applicable.
Our Information Security Management System (“ISMS”), the foundation of our security framework , is designed to protect critical assets (including our users’ personal information) and assess, identify, manage and mitigate material risks from cybersecurity threats. 45 The ISMS is applicable to all individuals and third parties providing services to the Company and is informed by multiple industry-recognized standards and frameworks, including the International Organization for Standardization (“ISO”) standards for information security management systems, the U.S.
The ISMS is applicable to all individuals and third parties providing services to the Company and is informed by multiple industry-recognized standards and frameworks, including the International Organization for Standardization (“ISO”) standards for information security management systems, the U.S.
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Our Information Security Management System (“ISMS”), the foundation of our security framework, is designed to protect critical assets (including our users’ personal information) and assess, identify, manage and mitigate material risks from cybersecurity threats.
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National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, Center for Internet Security (“CIS”) Critical Security Controls and the Payment Card Industry (“PCI”) Data Security Standard (“PCI-DSS”).
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In 2025, we further strengthened our ISMS by improving how our employees connect to our systems, how access is granted, and how sensitive information is protected.
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We modernized our corporate network so employees can securely reach the tools they need from wherever they work, while giving our security team better visibility into unusual activity and the ability to keep our most important systems more isolated from the rest of the environment.
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We also introduced new processes and technology to regularly review who has access to key systems, identify when access is too broad or no longer needed, and correct those issues to help reduce identity-related risk.
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In addition, we implemented safeguards across our main collaboration and productivity tools to help prevent information from being moved or shared inappropriately, support the responsible use of new technologies such as generative AI, and enhance our compliance with applicable data protection requirements.
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Our VP of Engineering joined the Company in June 2025 and has over 23 years of experience in the field of software, hardware and technology engineering. Prior to joining the Company, he served in various roles in engineering at both private and public companies, including responsibility for cybersecurity.
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Our VP of Engineering holds an undergraduate degree in computer science and engineering. Our CPTO joined the Company in May 2025 and, prior to joining the Company, he served in various roles in product and engineering, including at two large public companies where he was responsible for the cybersecurity program. He holds an undergraduate and a master’s degree in engineering.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters is located in leased office space in Austin, Texas and consists of approximately 7,400 square feet. In addition, we lease properties located outside of the United States, including office space in London and Paris and work space in Mexico City and Berlin.
Biggest changeItem 2. Properties Our corporate headquarters is located in leased office space in Austin, Texas and consists of approximately 7,400 square feet. In addition, we lease office space in New York, as well as properties located outside of the United States, including office space in London and work space in Mexico City.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings The information required with respect to this item can be found in Note 19, Commitments and Contingencies, to the audited consolidated financial statements included in “Item 8—Financial Statements and Supplementary Data” and is incorporated by reference into this Item 3. Item 4. Mine Safety Disclosures Not applicable. 47 PART II
Biggest changeItem 3. Legal Proceedings The information required with respect to this item can be found in Note 20, Commitments and Contingencies , to the audited consolidated financial statements included in Part II, “Item 8—Financial Statements and Supplementary Data” and is incorporated by reference into this Item 3. Item 4. Mine Safety Disclosures Not applicable. 43 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAmount includes broker commissions but excludes the impact of other costs and expenses related to the repurchase of shares, such as excise taxes or other transaction costs. 49 Performance Graph The following performance graph shall not be deemed soliciting material or to be filed with the SEC for purposes of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any of our other filings under the Exchange Act or the Securities Act.
Biggest changeDuring the fourth quarter of 2025, we did not repurchase any shares under the program, which had a remaining authorization of $50.1 million as of December 31, 2025. 44 Table of Contents Performance Graph The following performance graph shall not be deemed soliciting material or to be filed with the SEC for purposes of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any of our other filings under the Exchange Act or the Securities Act.
Item 5. Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A common stock began trading on the Nasdaq Global Select Market under the symbol “BMBL” on February 11, 2021. Prior to that date, there was no public trading market for our Class A common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A common stock began trading on the Nasdaq Global Select Market under the symbol “BMBL” on February 11, 2021. Prior to that date, there was no public trading market for our Class A common stock.
The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Nasdaq Composite Index (COMP) and the Nasdaq CTA Internet Index (QNET) through December 31, 2024.
The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Nasdaq Composite Index (COMP) and the Nasdaq CTA Internet Index (QNET) through December 31, 2025.
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Class A common stock. Item 6. R e served 50
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Class A common stock.
Issuer Purchases of Equity Securities In May 2023, we announced that our Board of Directors had approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions.
Issuer Purchases of Equity Securities We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions.
There is no established public trading market for our Class B common stock. Holders of Record As of January 31, 2025, there were 45 registered holders of our Class A common stock and 20 registered holders of our Class B common stock.
There is no established public trading market for our Class B common stock. Holders of Record As of February 27, 2026, there were 20 registered holders of our Class A common stock and 17 registered holders of our Class B common stock.
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We announced increases in the share repurchase program authorized amount from $150.0 million to $300.0 million in November 2023 and from $300.0 million to $450.0 million in May 2024.
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As of December 31, 2024, a total of $78.8 million remained available for repurchase under the program. 48 The following table sets forth purchases by the Company of its Class A common stock during the three months ended December 31, 2024 under this publicly announced share repurchase program.
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Period Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans or Programs (2) October 1 - October 31, 2024 4,444,058 $ 6.75 4,444,058 $ 89,035,905 November 1 - November 30, 2024 — — — 89,035,905 December 1 - December 31, 2024 1,207,856 8.50 1,207,856 78,772,438 Total 5,651,914 $ 7.13 5,651,914 $ 78,772,438 In January 2025, we repurchased 1.8 million shares for approximately $14.1 million, excluding excise tax obligations, pursuant to a Rule 10b5-1 trading plan.
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As of January 31, 2025, a total of $64.7 million remained available for repurchase under the program. (1) Average price paid per share includes costs associated with the repurchases (i.e. broker commissions, etc.) but excludes the 1% excise tax accrued on our share repurchases as a result of the Inflation Reduction Act of 2022.
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(2) Represents the approximate dollar value of shares of Class A common stock that remained available for repurchase as of the end of each monthly period reflected in the applicable row.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur 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. 56 Results of Operations The following table sets forth our consolidated statements of operations information for the periods presented: (in thousands) Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Revenue $ 1,071,643 $ 1,051,830 $ 903,503 Operating costs and expenses: Cost of revenue 318,835 307,835 249,490 Selling and marketing expense 261,172 270,380 249,269 General and administrative expense 128,521 221,649 163,467 Product development expense 100,725 130,565 109,020 Depreciation and amortization expense 70,616 68,028 89,713 Impairment loss 892,248 — 145,388 Total operating costs and expenses 1,772,117 998,457 1,006,347 Operating earnings (loss) (700,474 ) 53,373 (102,844 ) Interest expense, net (39,945 ) (21,534 ) (24,063 ) Other income (expense), net (4,827 ) (26,537 ) 16,189 Income (loss) before income tax (745,246 ) 5,302 (110,718 ) Income tax provision (23,128 ) (7,170 ) (3,406 ) Net loss (768,374 ) (1,868 ) (114,124 ) Net earnings (loss) attributable to noncontrolling interests (211,366 ) 2,345 (34,378 ) Net loss attributable to Bumble Inc. shareholders $ (557,008 ) $ (4,213 ) $ (79,746 ) The following table sets forth our consolidated statements of operations information as a percentage of revenue for the periods presented: Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Revenue 100.0 % 100.0 % 100.0 % Operating costs and expenses: Cost of revenue 29.8 % 29.3 % 27.6 % Selling and marketing expense 24.4 % 25.7 % 27.6 % General and administrative expense 12.0 % 21.1 % 18.1 % Product development expense 9.4 % 12.4 % 12.1 % Depreciation and amortization expense 6.6 % 6.5 % 9.9 % Impairment loss 83.3 % 0.0 % 16.1 % Total operating costs and expenses 165.4 % 94.9 % 111.4 % Operating earnings (loss) (65.4 )% 5.1 % (11.4 )% Interest expense, net (3.7 )% (2.0 )% (2.7 )% Other income (expense), net (0.5 )% (2.5 )% 1.8 % Income (loss) before income tax (69.5 )% 0.5 % (12.3 )% Income tax provision (2.2 )% (0.7 )% (0.4 )% Net loss (71.7 )% (0.2 )% (12.6 )% Net earnings (loss) attributable to noncontrolling interests (19.7 )% 0.2 % (3.8 )% Net loss attributable to Bumble Inc. shareholders (52.0 )% (0.4 )% (8.8 )% 57 The following table sets forth the stock-based compensation expense included in operating costs and expenses: (in thousands) Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Cost of revenue $ 690 $ 4,054 $ 3,819 Selling and marketing expense (1,296 ) 9,803 8,064 General and administrative expense 22,673 52,008 63,575 Product development expense 4,178 38,473 35,550 Total stock-based compensation expense $ 26,245 $ 104,338 $ 111,008 During the year ended December 31, 2024, stock-based compensation expense decreased from the same periods in 2023 and 2022, primarily due to forfeitures and headcount reductions.
Biggest changeResults of Operations The following table sets forth our consolidated statements of operations information for the periods presented: Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Revenue $ 965,658 $ 1,071,643 $ 1,051,830 Operating costs and expenses: Cost of revenue 281,515 318,835 307,835 Selling and marketing expense 165,450 261,172 270,380 General and administrative expense 138,075 128,521 221,649 Product development expense 121,513 100,725 130,565 Depreciation and amortization expense 25,856 70,616 68,028 Impairment loss 1,039,027 892,248 — Total operating costs and expenses 1,771,436 1,772,117 998,457 Operating earnings (loss) (805,778) (700,474) 53,373 Interest expense, net (42,448) (39,945) (21,534) Other expense, net (12,750) (4,827) (26,537) Income (loss) before income taxes (860,976) (745,246) 5,302 Income tax provision (34,369) (23,128) (7,170) Net loss (895,345) (768,374) (1,868) Net earnings (loss) attributable to noncontrolling interests (202,207) (211,366) 2,345 Net loss attributable to Bumble Inc. shareholders $ (693,138) $ (557,008) $ (4,213) 52 Table of Contents The following table sets forth our consolidated statements of operations information as a percentage of revenue for the periods presented: Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Revenue 100.0 % 100.0 % 100.0 % Operating costs and expenses: Cost of revenue 29.2 % 29.8 % 29.3 % Selling and marketing expense 17.1 % 24.4 % 25.7 % General and administrative expense 14.3 % 12.0 % 21.1 % Product development expense 12.6 % 9.4 % 12.4 % Depreciation and amortization expense 2.7 % 6.6 % 6.5 % Impairment loss 107.6 % 83.3 % 0.0 % Total operating costs and expenses 183.4 % 165.4 % 94.9 % Operating earnings (loss) (83.4) % (65.4 %) 5.1 % Interest expense, net (4.4) % (3.7) % (2.0) % Other expense, net (1.3) % (0.5) % (2.5) % Income (loss) before income taxes (89.2) % (69.5 %) 0.5 % Income tax provision (3.6) % (2.2) % (0.7) % Net loss (92.7) % (71.7) % (0.2) % Net earnings (loss) attributable to noncontrolling interests (20.9) % (19.7 %) 0.2 % Net loss attributable to Bumble Inc. shareholders (71.8) % (52.0) % (0.4) % The following table sets forth the stock-based compensation expense included in operating costs and expenses: (in thousands) Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Cost of revenue $ 18 $ 690 $ 4,054 Selling and marketing expense 1,420 (1,296) 9,803 General and administrative expense 13,389 22,673 52,008 Product development expense 16,362 4,178 38,473 Total stock-based compensation expense $ 31,189 $ 26,245 $ 104,338 The increase in stock-based compensation expense during the year ended December 31, 2025 from the same period in 2024 was primarily due to lower forfeitures.
In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.
In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.
In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.
In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.
Fair value can be estimated utilizing a number of techniques including quoted market prices, prices for comparable assets, or other valuation processes involving estimates of cash flows, multiples of earnings or revenues, and we may make various assumptions and estimates when performing our impairment assessments, particularly as it relates to cash flow projections.
Fair value can be estimated utilizing a number of techniques including quoted market prices, prices for comparable assets, or other valuation processes involving estimates of cash flows, multiples of earnings or revenues. We may make various assumptions and estimates when performing our impairment assessments, particularly as it relates to cash flow projections.
We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and costs associated with our restructuring plans, as management does not believe these expenses are representative of our core earnings.
We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and costs associated with restructuring, as management does not believe these expenses are representative of our core earnings.
See also “If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” in this Annual Report on Form 10-K.
See also “If we fail to retain existing members or add new members, or if our members decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” in this Annual Report on Form 10-K.
Revenue from partnerships is recognized according to the contractual terms of the partnership. 55 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, mobile web and desktop may have additional payment methods, such as credit card or via telecom providers.
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, mobile web and desktop may have additional payment methods, such as credit card or via telecom providers.
We compete for talent within the technology industry. Seasonality We experience seasonality in user growth, user engagement, Paying User growth, and monetization on our platform. Historically, we have seen an increase in all of these metrics in January due in part to seasonal demand in the lead up to Valentine’s Day, and during the Northern Hemisphere summer.
We compete for talent within the technology industry. Seasonality We experience seasonality in member growth, member engagement, Paying User growth, and monetization on our platform. Historically, we have seen an increase in all of these metrics in January due in part to seasonal demand in the lead up to Valentine’s Day, and during the Northern Hemisphere summer.
Pillar Two Minimum Tax On December 20, 2021, the Organization for Economic Cooperation and Development released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million.
Pillar Two Minimum Tax On December 20, 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million.
These require management to make assumptions with respect to the fair value of the Company’s equity award 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.
These estimates require management to make assumptions with respect to the fair value of the Company’s equity award 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.
Also see Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement, to our consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Also see Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement , to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
For further detail of income tax matters, see Note 4, Income Taxes , to our consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
For further detail of income tax matters, see Note 4, Income Taxes , to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
The Original Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Original Term Loan Facility outstanding as of the date of the closing of the Original Term Loan Facility, with the balance being payable at maturity on January 29, 2027.
The Original Term Loan amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Original Term Loan outstanding as of the date of the closing of the Original Term Loan, 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.
The Incremental Term Loan amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Incremental Term Loan outstanding as of the date of the closing of the Incremental Term Loan, with the balance being payable at maturity on January 29, 2027.
See Note 11, Fair Value Measurements, to our consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, for additional information.
See Note 11, Fair Value Measurements, to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, for additional information.
We convert these users to Paying Users by introducing premium features which maximize the probability of developing meaningful connections and improving their experience. Our revenue growth primarily depends on Paying Users and ARPPU.
We convert these members to Paying Users by introducing premium features which maximize the probability of developing meaningful connections and improving their experience. Our revenue growth primarily depends on Paying Users and ARPPU.
Given the aforementioned impairment charges recorded in 2024 and 2022, it is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired.
Given the aforementioned impairment charges recorded in 2025 and 2024, it is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired.
We expect to continue to invest in technology, marketing and product innovation to drive growth while improving margins over the long term.
We expect to continue to invest in technology and product innovation to drive growth while improving margins over the long term.
Given the aforementioned impairment recorded in 2024, it is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired.
Given the aforementioned impairment charges recorded in 2025 and 2024, it is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired.
Key investment areas for our platform include artificial intelligence capabilities, including improving our matching and content moderation technologies; features that enhance trust and safety on our platform; new offerings that enhance user engagement and retention; marketing, and personalization capabilities; and new subscription and consumable offerings to drive incremental value to Paying Users.
Key investment areas for our platform include artificial intelligence capabilities, including improving our matching and content moderation technologies; features that enhance trust and safety on our platform; new offerings that enhance member engagement and retention; marketing, and personalization capabilities; and new subscription and consumable offerings to drive incremental value to Paying Users.
We test for goodwill impairment annually as of October 1 or more frequently when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
We test for goodwill impairment at the reporting unit level annually as of October 1 or more frequently when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Expansion into New Geographic Markets We are focused on growing our platform globally, including through entering new markets and investing in under-penetrated markets. As we introduce Bumble app to new markets throughout Europe, Asia, and Latin America we can leverage the local insights, scale, and infrastructure of Badoo app’s existing global footprint to efficiently enter new markets.
Expansion into New Geographic Markets We are focused on growing our platform globally, including through entering new markets and investing in under-penetrated markets. As we introduce Bumble app or BFF app to new markets throughout Europe, Asia, and Latin America, we can leverage the local insights and scale of Badoo app’s existing global footprint to efficiently enter new markets.
General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims and accruals for future legal obligations that are deemed probable and estimable, restructuring charges and other administrative expenses.
General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims and accruals for future legal obligations that are deemed probable and estimable, restructuring charges, certain indirect taxes and other administrative expenses.
To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences may affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations.
To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences may affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of o perations.
The change was primarily driven by a $67.8 million decrease in legal and professional fees, a $29.3 million decrease in stock-based compensation due to forfeitures and headcount reductions, a $4.7 million decrease in insurance expenses, and a $1.5 million decrease in personnel-related costs associated with our 2024 Restructuring Plan, partially offset by a $9.4 million increase associated with the change in fair value of the contingent earn-out liabilities.
The change was primarily driven by a $67.8 million decrease in legal and professional fees, a $29.3 million decrease in stock-based compensation due to forfeitures and headcount reductions, a $4.7 million decrease in insurance expenses, and a $1.5 million decrease in personnel-related costs associated with our 2024 Restructuring Plan, partially offset by a $9.4 million unfavorable fluctuation in changes in fair value of the contingent earn-out liabilities.
Given the aforementioned impairment recorded in 2024, it is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired.
Given the aforementioned impairments recorded in 2025 and 2024, it is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired.
See Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement , to our consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, for additional information.
For additional information around the tax receivable agreement, see Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement , to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Pillar Two legislation has been enacted in certain jurisdictions where the Company operates, including the UK and certain EU member states, and is effective for the Company's financial year beginning January 1, 2024. We have performed an assessment of our exposure to Pillar Two income taxes, including our ability to qualify for transitional safe harbor relief under the GloBE rules.
Pillar Two legislation has been enacted in certain jurisdictions where we operate, including the UK and certain EU member states, and is effective for our financial year beginning January 1, 2024. We have performed an assessment of our exposure to Pillar Two income taxes, including our ability to qualify for transitional safe harbor relief under the GloBE rules.
We are monitoring the implementation of Pillar Two legislation (both proposed and enacted) by individual countries, including the release of administrative 61 guidance on the application of the GloBE rules, and will continue to evaluate the potential impact to the Company’s financial position.
We are monitoring the implementation of Pillar Two legislation (both proposed and enacted) by individual countries, including the release of administrative guidance on the application of the GloBE rules, and will continue to evaluate the potential impact to our financial position.
Tax Receivable Agreement Pursuant to the tax receivable agreement (“TRA”), we are required to make cash payments to the TRA parties equal to 85% of the tax benefits, if any, that we realize, or in some circumstances are 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 TRA.
Tax Receivable Agreement Prior to November 5, 2025, pursuant to the tax receivable agreement (“TRA”), we were required to make cash payments to the TRA parties equal to 85% of the tax benefits, if any, that we realized, or in some circumstances were 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 TRA.
Many variables will impact our ARPPU, including the number of Paying Users and mix of monetization offerings on our platform, as well as the effect of demographic shifts and geographic differences on all of these variables. Our pricing is in local currency and may 52 vary between markets.
Many variables will impact our ARPPU, including the number of Paying Users and mix of monetization offerings on our platform, as well as the effect of demographic shifts and geographic differences on all of these variables. Our pricing is in local currency and may 47 Table of Contents vary between markets.
A further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future.
A change in corporate strategy, a further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future.
A further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future.
A change in corporate strategy, a further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future.
A further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future.
A change in corporate strategy, a further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Goodwill,—Indefinite-lived Intangible Assets and —Long-lived Assets and Definite-lived Intangible Assets and Note 8, Goodwill and Intangible Assets, Net included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Long-lived Assets and Definite-lived Intangible Assets and Note 8, Goodwill and Intangible Assets, Net to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Accounting Pronouncements Not Yet Adopted Recently-issued accounting pronouncements that may be relevant to our operations but have not yet been adopted are outlined in Note 2, Summary of Selected Significant Accounting Policies , included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 70
Accounting Pronouncements Not Yet Adopted Recently-issued accounting pronouncements that may be relevant to our operations but have not yet been adopted are outlined in Note 2, Summary of Selected Significant Accounting Policies , to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 66 Table of Contents
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Impairment of Indefinite-lived Intangible Assets and Note 8, Goodwill and Intangible Assets, Net included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Indefinite-lived Intangible Assets and Note 8, Goodwill and Intangible Assets, Net to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Tax Receivable Agreement In connection with certain 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 and other tax benefits related to entering into the tax receivable agreement.
Tax Receivable Agreement In connection with certain reorganization transactions and our IPO, we entered into a tax receivable agreement with certain of our pre-IPO owners that provided for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realized, or was deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement.
For additional information, see Note 8, Goodwill and Intangible Assets, Net included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
For additional information, see Note 8, Goodwill and Intangible Assets, Net to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Borrowings under the Credit Agreement bear interest at a rate equal to, at the Borrower’s option, either (i) LIBOR prior to March 31, 2023 and Adjusted Term SOFR beginning March 31, 2023 for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.0% on the Original Term Loan and loans under the Revolving Credit Facility 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 prior to April 1, 2023 and Adjusted Term SOFR beginning April 1, 2023, 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.
Borrowings under the Credit Agreement bear interest at a rate equal to, at the Borrower’s option, either (i) Adjusted Term SOFR for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.0% on the Original 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 Term SOFR, 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.
Actual tax benefits realized by the Company may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.
Actual tax benefits realized by the Company could have differed from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.
Growth in Monetization Our apps monetize 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. We acquire new users through investments in marketing and brand as well as through word of mouth from existing users and others.
Growth in Monetization Our apps monetize via a freemium model where the use of our service is free and a subset of our members pay for subscriptions or in-app purchases to access premium features. We acquire new members through investments in our brand, supported by strategic use of marketing and word of mouth from existing members and others.
Given the aforementioned impairment recorded in 2024, it is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying 68 values of these assets, to become impaired.
It is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired.
For additional information, see Note 9, Restructuring Charges , included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
For additional information, see Note 9, Restructuring , to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
As we address these areas of focus, our user growth and success in attracting new users, user engagement and monetization may be negatively impacted.
As we address these areas of focus, our member growth and success in attracting new members, member engagement and monetization may be negatively impacted.
During the year ended December 31, 2024, we repurchased 25.1 million shares of Class A common stock and 2.0 million of Common Units for $214.4 million, excluding excise tax obligations. During the year ended December 31, 2023, we repurchased 7.8 million shares of Class A common stock and 3.2 million Common Units for $157.1 million.
During the year ended December 31, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. During the year ended December 31, 2024, we repurchased 25.1 million shares of Class A common stock and 2.0 million Common Units for $214.4 million, excluding excise tax obligations.
For the years ended December 31, 2024, 2023 and 2022, we used $10.7 million, $16.7 million and $9.2 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units.
During the years ended December 31, 2025, 2024, and 2023, we used $8.8 million, $10.7 million and $16.7 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units.
Net losses of $768.4 million, $1.9 million, and $114.1 million for the years ended December 31, 2024, 2023, and 2022, respectively, were offset by non-cash adjustments of $979.2 million, $175.3 million, and $282.0 million, respectively.
Net losses of $895.3 million, $768.4 million, and $1.9 million for the years ended December 31, 2025, 2024, and 2023, respectively, were offset by non-cash adjustments of $1,132.0 million, $979.2 million, and $175.3 million, respectively.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Share Repurchase Program , Note 13, Shareholders' Equity—Share Repurchase Program and Note 17, Related Party Transactions—Share Repurchase , included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Share Repurchase Program , Note 14, Shareholders’ Equity—Share Repurchase Program and Note 18, Related Party Transactions—Share Repurchase , to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Goodwill,—Indefinite-lived Intangible Assets and —Long-lived Assets and Definite-lived Intangible Assets and Note 8, Goodwill and Intangible Assets, Net included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Goodwill,—Indefinite-Lived Intangible Assets and —Long-Lived Assets and Definite-Lived Intangible Assets, Note 6, Sale of a Business, and Note 8, Goodwill and Intangible Assets, Net to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(in thousands, except ARPPU) Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Bumble App Paying Users 2,807.3 2,517.4 2,002.2 Badoo App and Other Paying Users 1,342.0 1,203.3 1,179.7 Total Paying Users 4,149.3 3,720.7 3,181.9 Bumble App Average Revenue per Paying User $ 25.72 $ 27.97 $ 28.90 Badoo App and Other Average Revenue per Paying User $ 11.85 $ 12.70 $ 13.06 Total Average Revenue per Paying User $ 21.23 $ 23.03 $ 23.03 Key Factors Affecting our Performance Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Part I, “Item 1A—Risk Factors.” Growth Strategy As previously disclosed, we are in the process of implementing a new strategy and transformation plan intended to deliver durable customer value and drive long-term sustainable revenue.
(in thousands, except ARPPU) Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Bumble App Paying Users 2,434.4 2,807.3 2,517.4 Badoo App and Other Paying Users 1,237.7 1,342.0 1,203.3 Total Paying Users 3,672.1 4,149.3 3,720.7 Bumble App Average Revenue per Paying User $ 26.80 $ 25.72 $ 27.97 Badoo App and Other Average Revenue per Paying User $ 11.48 $ 11.85 $ 12.70 Total Average Revenue per Paying User $ 21.64 $ 21.23 $ 23.03 Key Factors Affecting our Performance Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Part I, “Item 1A—Risk Factors.” Growth Strategy As previously disclosed, we have implemented a new strategy and transformation plan intended to deliver durable member value and drive long-term sustainable revenue.
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.
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.
Beginning in the fourth quarter of 2023, paying users and revenue generated from Fruitz are included in our key operating metrics. Prior period information and key operating metrics have not been recast to include paying users and revenue generated from Fruitz.
We began to include paying users and revenue generated from Fruitz in our key operating metrics in the fourth quarter of 2023 and prior period key operating metrics have not been recast.
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.
Expenses relating to member care functions such as member support, moderators and other auxiliary costs associated with providing services to members such as fraud prevention are also included within cost of revenue.
The 2024 Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 53 million of total non-recurring charges, consisting primarily of employee severance, benefits, and related charges for impacted employees.
The 2024 Restructuring Plan was completed in the third quarter of 2024, and we incurred $20.4 million in total non-recurring charges during the year ended December 31, 2024, consisting primarily of employee severance, benefits, and related charges for impacted employees.
For the year ended December 31, 2024, we used $192.1 million for share repurchases of our Class A common stock and Bumble Holdings used $22.2 million for the repurchase of Common Units and $7.9 million for cash distributions to noncontrolling interest holders.
During the year ended December 31, 2024, we used $192.1 million for share repurchases of our Class A common stock, $11.9 million for tax receivable agreement payments, $22.2 million for the repurchase of Common Units and $7.9 million for cash distributions to noncontrolling interest holders.
The increase was primarily driven by growth in Total Paying Users, partially offset by a decline in Total ARPPU and unfavorable fluctuations in foreign currency exchange rates. Bumble App Revenue was $866.3 million for the year ended December 31, 2024, compared to $844.8 million for the same period in 2023.
Total revenue was $1,071.6 million for the year ended December 31, 2024, compared to $1,051.8 million for the same period in 2023. The increase was primarily driven by growth in Total Paying Users, partially offset by a decline in Total ARPPU and unfavorable fluctuations in foreign currency exchange rates.
Following the $200.0 million aggregate principal payment 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.
Following the $200.0 million aggregate principal payment of outstanding indebtedness during the three months ended March 31, 2021, quarterly installment payments on the Incremental Term Loan are no longer required for the remaining term of the facility . In August 2025, we made a $25.0 million voluntary principal payment on the Incremental Term Loan.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Impairment of Long-lived Assets and Definite-lived Intangible Assets and Note 8, Goodwill and Intangible Assets, Net included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Goodwill,—Indefinite-lived Intangible Assets and —Long-lived Assets and Definite-lived Intangible Assets, Note 6, Sale of a Business, and Note 8, Goodwill and Intangible Assets, Net to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Share Repurchase Program In May 2023, we announced that our Board of Directors approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions.
Share Repurchase Program We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions.
Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, acquisition of businesses, funding of our debt obligations, partnership tax distributions, paying income taxes and obligations under our tax receivable agreement and effectuating share repurchases as discussed below.
Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, acquisition of businesses, funding of our debt obligations and any voluntary prepayments, partnership tax distributions, income tax payments and effectuating share repurchases as discussed below.
In May 2023, we announced that our Board of Directors approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions.
We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions.
For the year ended December 31, 2023, we used $112.8 million for share repurchases of our Class A common stock and Bumble Holding used $44.3 million for the repurchase of Common Units and $19.3 million for cash distributions to noncontrolling interest holders. During the year ended December 31, 2024, we used $11.9 million for tax receivable agreement payments.
During the year ended December 31, 2023, we used $112.8 million for share repurchases of our Class A common stock, $44.3 million for the repurchase of Common Units and $19.3 million for cash distributions to noncontrolling interest holders.
For additional information, see Note 15, Stock-based Compensation , included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Income Taxes We are subject to income tax in most of the jurisdictions in which we operate. Management is required to exercise judgment in determining our provision for income taxes.
For additional information, see Note 16, Stock-based Compensation , to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Income Taxes We are subject to income tax in most of the jurisdictions in which we operate.
Cost of revenue for the year ended December 31, 2023 increased by $58.3 million, or 23.4%, as compared to the same period in 2022, driven primarily by growth in in-app purchase fees due to increasing revenue.
Cost of revenue for the year ended December 31, 2024 increased by $11.0 million, or 3.6%, as compared to the same period in 2023, driven primarily by growth in in-app purchase fees due to increasing revenue.
Therefore, we only recognize a liability for TRA payments if we determine that it is probable that we will generate sufficient future taxable income over the term of the TRA to utilize the related tax benefits. Estimating future taxable income is inherently uncertain and requires judgment.
Therefore, we would have only recognized a liability for TRA payments if we determined that it was probable that we would generate sufficient future taxable income over the term of the TRA to utilize the related tax benefits. Estimating future taxable income was inherently uncertain and requires judgment.
Interest expense, net (in thousands, except percentages) Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Interest expense, net $ (39,945 ) $ (21,534 ) $ (24,063 ) Percentage of revenue (3.7 )% (2.0 )% (2.7 )% 60 Interest expense, net for the year ended December 31, 2024, increased $18.4 million, or 85.5%, compared to the same period in 2023.
Interest expense, net (in thousands, except percentages) Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Interest expense, net $ (42,448) $ (39,945) $ (21,534) Percentage of revenue (4.4) % (3.7) % (2.0) % Interest expense, net for the year ended December 31, 2025 increased $2.5 million, or 6.3%, compared to the same period in 2024.
Payments to be made under the TRA will depend upon a number of factors, including the timing and amount of our future income. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then we would not be required to make the related TRA Payments.
Payments under the TRA would have depended upon a number of factors, including the timing and amount of our future income. If we did not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, we would not have been required to make the related TRA Payments.
The change was due to a decrease in interest income on our interest rate swaps and a decrease in investments in money market funds. Interest expense, net for the year ended December 31, 2023, decreased $2.5 million, or 10.5%, as compared to the same period in 2022.
Interest expense, net for the year ended December 31, 2024 increased $18.4 million, or 85.5%, compared to the same period in 2023. The change was due to a decrease in interest income on our interest rate swaps and a decrease in investments in money market funds.
A further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future.
A change in corporate strategy, a further decline in our stock price, economic 64 Table of Contents downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future.
Macroeconomic Conditions Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary and trade policy, including the newly introduced tariffs by the current presidential administration in the U.S., and fluctuations in foreign currency exchange rates have impacted and may continue to impact our results of operations, as well as our consumers who face greater pressure on disposable income.
Macroeconomic Conditions Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary and trade policy, including the introduction of higher tariffs by the U.S. government, inflationary pressures that may affect consumer spending, and fluctuations in foreign currency exchange rates, have impacted and may continue to impact our results of operations, as well as our members who face greater pressure on disposable income.
As of December 31, 2024, Geneva has not generated any revenue, and therefore, is excluded from our key operating metrics.
As of December 31, 2025, the BFF app has not generated any revenue and therefore is excluded from our key operating metrics.
To the extent deferred tax assets are not expected to be realized, we record a valuation allowance. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
Additionally, assets and liabilities for the years ended December 31, 2024, 2023, and 2022 changed by $(87.4) million, $8.7 million, and $(34.9) million, respectively, primarily due to changes in legal liabilities of $(65.8) million, $45.2 million, and $12.0 million, respectively, driven by litigation accruals and settlement payments; changes in accrued expenses and other current liabilities of $(19.0) million, $1.5 million, and $(35.0) million, respectively, driven by changes in taxes payable, tax receivable agreement liability, bonus accruals, and marketing accruals; and changes in accounts receivables of $5.8 million, $(36.0) million, and $(20.7) million, respectively, driven by timing of cash receipts.
Additionally, assets and liabilities for the years ended December 31, 2025, 2024, and 2023 changed by $13.7 million, $(87.4) million, and $8.7 million, respectively, primarily due to changes in accounts receivables of $15.1 million, $5.8 million, and $(36.0) million, respectively, driven by timing of cash receipts; changes in accrued expenses and other current liabilities of $16.0 million, $(19.0) million, and $1.5 million, respectively, driven by marketing spend, certain indirect tax obligations, personnel-related expenses, taxes payable, tax receivable agreement liability payment; and changes in legal liabilities of nil, $(65.8) million, and $45.2 million, respectively, driven by litigation accruals and settlement payments.
The following table sets forth our revenue across apps for the periods presented: (in thousands) Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Bumble App $ 866,289 $ 844,774 $ 694,329 Badoo App and Other 205,354 207,056 209,174 Total Revenue $ 1,071,643 $ 1,051,830 $ 903,503 Total revenue was $1,071.6 million for the year ended December 31, 2024, compared to $1,051.8 million for the same period in 2023.
The following table sets forth our revenue across apps for the periods presented: (in thousands) Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Bumble App $ 783,011 $ 866,289 $ 844,774 Badoo App and Other 182,647 205,354 207,056 Total Revenue $ 965,658 $ 1,071,643 $ 1,051,830 Total revenue was $965.7 million for the year ended December 31, 2025, compared to $1,071.6 million for the same period in 2024.
Income tax provision (in thousands, except percentages) Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Income tax provision $ (23,128 ) $ (7,170 ) $ (3,406 ) Effective income tax rate (3.1 )% 135.2 % (3.1 )% Income tax provision was $23.1 million for the year ended December 31, 2024, compared to $7.2 million for the year ended December 31, 2023, primarily due to the accrual of Pillar Two minimum taxes in certain foreign jurisdictions in 2024.
Income tax provision was $23.1 million for the year ended December 31, 2024, compared to $7.2 million for the year ended December 31, 2023, primarily due to the accrual of Pillar Two minimum taxes in certain foreign jurisdictions in 2024.
Operating cash flow conversion represents net cash provided by (used in) operating activities as a percentage of net earnings (loss). 63 The following table reconciles our non-GAAP financial measures to the most comparable GAAP financial measures for the periods presented: (in thousands, except percentages) Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Net loss $ (768,374 ) $ (1,868 ) $ (114,124 ) Add back: Income tax provision 23,128 7,170 3,406 Interest and derivative (gains) losses, net (1) 39,945 35,340 6,977 Depreciation and amortization expense 70,616 68,028 89,713 Stock-based compensation expense 26,245 104,338 111,008 Employer costs related to stock-based compensation (2) 2,638 4,535 2,054 Litigation costs, net of insurance reimbursements (3) 10,730 71,918 22,734 Foreign exchange (gain) loss (4) (3,777 ) 2,185 (3,679 ) Restructuring costs (5) 20,355 — 1,463 Transaction and other costs (6) 1,672 2,309 3,763 Changes in fair value of contingent earn-out liability (20,208 ) (29,569 ) (47,134 ) Changes in fair value of investments in equity securities 543 843 18 Tax receivable agreement liability remeasurement expense (7) 8,341 10,341 5,332 Impairment loss (8) 892,248 — 145,388 Adjusted EBITDA $ 304,102 $ 275,570 $ 226,919 Net loss margin (71.7 )% (0.2 )% (12.6 )% Adjusted EBITDA margin 28.4 % 26.2 % 25.1 % Net cash provided by operating activities $ 123,441 $ 182,086 $ 132,941 Less: Capital expenditures (9,319 ) (14,935 ) (16,333 ) Free cash flow $ 114,122 $ 167,151 $ 116,608 Operating cash flow conversion * * * Free cash flow conversion 37.5 % 60.7 % 51.4 % * Not meaningful (1) Includes interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.
Operating cash flow conversion represents net cash provided by (used in) operating activities as a percentage of net earnings (loss). 58 Table of Contents The following table reconciles our non-GAAP financial measures to the most comparable GAAP financial measures for the periods presented: (in thousands, except percentages) Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Net loss $ (895,345) $ (768,374) $ (1,868) Add back: Income tax provision 34,369 23,128 7,170 Interest and derivative (gains) losses, net (1) 42,448 39,945 35,340 Depreciation and amortization expense 25,856 70,616 68,028 Stock-based compensation expense 31,189 26,245 104,338 Employer costs related to stock-based compensation (2) 1,751 2,638 4,535 Litigation costs, net of insurance reimbursements (3) 7,052 10,730 71,918 Foreign exchange (gain) loss (4) 12,137 (3,777) 2,185 Restructuring costs (5) 14,597 20,355 — Transaction and other costs (6) 1,840 1,672 2,309 Changes in fair value of contingent earn-out liability (2,500) (20,208) (29,569) Changes in fair value of investments in equity securities 516 543 843 Tax receivable agreement liability remeasurement expense (7) 700 8,341 10,341 Impairment loss (8) 1,039,027 892,248 — Adjusted EBITDA $ 313,637 $ 304,102 $ 275,570 Net loss margin (92.7) % (71.7) % (0.2) % Adjusted EBITDA margin 32.5 % 28.4 % 26.2 % Net cash provided by operating activities $ 250,366 $ 123,441 $ 182,086 Less: Capital expenditures (11,682) (9,319) (14,935) Free cash flow $ 238,684 $ 114,122 $ 167,151 Operating cash flow conversion * * * Free cash flow conversion 76.1 % 37.5 % 60.7 % * Not meaningful (1) Includes interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.
Investing in Growth While Driving Long-Term Profitability Our mission-driven strategy ensures that values guide our business decisions and our business performance enables us to drive impact through investment in technology, marketing and product innovation, balancing growth with long-term margins.
We may also see a lower propensity to pay as we enter certain new markets. Investing in Growth While Driving Long-Term Profitability Our mission-driven strategy ensures that values guide our business decisions and our business performance enables us to drive impact through investment in technology, marketing and product innovation, balancing growth with long-term margins.
The change was primarily due to a $11.1 million decrease in stock-based compensation driven by forfeitures and headcount reductions, and a $6.7 million decrease in personnel-related costs associated with our 2024 Restructuring Plan, partially offset by a $8.6 million increase in marketing costs.
The change was primarily due to a $88.6 million decrease in marketing costs and a $9.1 million decrease in personnel costs from restructuring-related headcount reductions, partially offset by a $2.7 million increase in stock-based compensation driven by higher restructuring-related forfeitures in the 2024 period.
Other income (expense), net (in thousands, except percentages) Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Other income (expense), net $ (4,827 ) $ (26,537 ) $ 16,189 Percentage of revenue (0.5 )% (2.5 )% 1.8 % Other income (expense), net for the year ended December 31, 2024, decreased by $21.7 million, compared to the same period in 2023.
Other expense, net (in thousands, except percentages) Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Other expense, net $ (12,750) $ (4,827) $ (26,537) Percentage of revenue (1.3) % (0.5) % (2.5 %) Other expense, net for the year ended December 31, 2025 increased by $7.9 million, compared to the same period in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+6 added−1 removed1 unchanged
Biggest changeDollar, would have changed revenue by $25.4 million and $22.5 million for the years ended December 31, 2024 and 2023, respectively, with all other variables held constant. This accounts for 2% of total revenue for both years ended December 31, 2024 and 2023.
Biggest changeWe have performed a sensitivity analysis as of December 31, 2025, 2024 and 2023. A hypothetical 10% change in British Pound and Euro, relative to the U.S. Dollar, would have changed revenue by $24.7 million, $25.4 million and $22.5 million for the years ended December 31, 2025, 2024 and 2023, respectively, with all other variables held constant.
The financial impact of the interest rate swaps is to fix the variable interest rate element on $350.0 million of the long-term debt at a rate of 3.18%. 71
The financial impact of the interest rate swaps is to fix the variable interest rate element on $350.0 million of the long-term debt at a rate of 3.18%.
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 th e statements of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. The average Euro and British Pound versus the U.S.
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 and British Pound versus the U.S.
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 year ended December 31, 2024 by $2.8 million, based upon the outstanding debt balances and interest rates in effect during that period.
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 year ended December 31, 2025 by $2.6 million, based upon the outstanding debt balances and interest rates in effect during that period.
Item 7A. Quantitative and Qualitati ve Disclosures About Market Risk Foreign Currency Exchange Risk We conduct business in certain foreign markets, primarily in the United Kingdo m and the European Union. For the years ended December 31, 2024, 2023 and 2022, revenue outside of the United States accounted for 51.8%, 47.1% and 43.6% of consolidated revenue, respectively.
Item 7A. 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 years ended December 31, 2025, 2024, and 2023, revenue outside of the United States accounted for 55.9%, 51.8%, and 47.1% of consolidated revenue, respectively.
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 $350.0 million on June 22, 2020, which were set to expire on June 30, 2024.
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 $350.0 million on June 22, 2020, which were set to expire on June 30, 2024.
See Note 12, Debt , included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Borrowings under our Senior Secured Credit Facilities bear interest at a variable market rate.
See Note 13, Debt , to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 67 Table of Contents
Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations. Interest Rate Risk At December 31, 2024, we had debt outstanding with a carrying value of $617.1 million.
Dollar exchange rate was 4.7% and 3.5% higher, respectively, in the year ended December 31, 2025 compared to the year ended December 31, 2024. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.
Removed
Dollar exchange rate was 0.1% and 2.5% higher , respectively, in the year ended December 31, 2024 compared to the year ended December 31, 2023. Historically, we have not hedged any foreign currency exposures. We have performed a sensitivity analysis as of December 31, 2024 and 2023. A hypothetical 10% change in British Pound and Euro, relative to the U.S.
Added
This accounts for 3%, 2% and 2% of total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Beginning in the third quarter of 2025, we periodically entered into foreign currency forward contracts to manage the volatility of cash flows from revenue transactions denominated in foreign currencies, primarily in Euro.
Added
Changes in the fair value of these foreign currency contracts are recorded as a component of Accumulated Other Comprehensive Income until the forecasted transaction occurs, at which point the related gain and losses are reclassified into earnings. As of December 31, 2025, the notional value of our foreign exchange forward contracts in U.S dollar equivalents was $48.9 million.
Added
We performed a sensitivity analysis to determine the effects that market risk exposures may have on the fair values of our foreign currency contracts. To perform the sensitivity analysis, we assessed the risk of changes in fair values from the effect of hypothetical changes in foreign currency exchange rates.
Added
This analysis assumes a like movement by the foreign currencies in our hedge portfolio against the U.S. Dollar. As of December 31, 2025, a 10% appreciation in the value of the U.S.
Added
Dollar versus the Euro would result in a net increase in the fair value of our derivative by $4.9 million and a 10% decline in the value of the U.S. Dollar versus the Euro would result in a net decrease in the fair value of our derivatives by $4.9 million.
Added
Interest Rate Risk At December 31, 2025, we had debt outstanding with a carrying value of $588.5 million.

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