UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): August 4, 2025

Date of Report (Date of earliest event reported): June 23, 2025

Bumble Inc.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	~~001-40054~~	001-40054	~~85-3604367~~	85-3604367
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)
1105 West 41st Street
1105 West 41st Street, Austin, Texas				78756
Austin, Texas			78756
(Address of principal executive offices)				(Zip Code)
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (512) 696-1409

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

~~BMBL~~

~~The Nasdaq Stock Market LLC~~

BMBL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.0502 ~~Costs~~Results ~~Associated~~of ~~with~~Operations ~~Exit~~and orFinancial ~~Disposal Activities~~Condition.

On ~~June 23~~August 6, 2025, ~~the Board of Directors of~~ Bumble Inc. (the “Company”) ~~approved~~issued a ~~reduction~~press inrelease ~~the~~announcing ~~Company’s~~earnings ~~global~~for ~~workforce~~the bysecond ~~approximately~~quarter ~~240~~ended ~~roles~~June 30, ~~representing~~2025. ~~approximately~~A ~~30%~~copy of the ~~Company’s~~press ~~employees,~~release asis ~~the~~furnished ~~Company~~herewith ~~realigns~~as ~~its~~Exhibit ~~operating structure to optimize execution on its strategic priorities~~99.1 ~~As a result, the Company expects to incur approximately $13 million to $18 million of non-recurring charges, consisting primarily of employee severance, benefits,~~ and ~~related~~is ~~charges,~~incorporated ~~for~~by ~~impacted~~reference ~~employees.~~herein ~~Substantially all of these charges are expected to result~~ in ~~future~~its ~~cash outlays~~entirety.

The ~~Company~~information ~~expects~~furnished ~~that~~pursuant ~~the~~to ~~charges~~this ~~will~~Item be2.02, ~~incurred~~including ~~primarily~~Exhibit in99.1, ~~the~~shall ~~third~~not ~~and~~be ~~fourth~~deemed ~~quarters~~“filed” offor ~~2025.~~purposes ~~The~~of ~~actions~~Section ~~associated~~18 ~~with~~of the ~~elimination~~Securities ofExchange ~~positions~~Act ~~are~~of ~~subject~~1934, toas ~~local~~amended ~~law~~(the ~~and~~“Exchange ~~consultation~~Act”), ~~requirements~~or inotherwise ~~certain~~subject ~~countries,~~to ~~which~~the ~~may~~liabilities ~~extend~~under ~~this~~that ~~process~~Section ~~beyond~~and ~~the~~shall ~~fourth~~not ~~quarter~~be ofdeemed ~~2025.~~to ~~These~~be ~~estimates~~incorporated ~~are~~by ~~subject~~reference tointo aany ~~number~~filings ofunder ~~assumptions~~the ~~and~~Securities ~~actual~~Act ~~expenses~~of ~~may~~1933, ~~differ~~as ~~materially~~amended, ~~from~~or the ~~estimates~~Exchange ~~disclosed above~~Act.

Item 75.0102 ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Cost~~(b), ~~Savings~~(c) and (e) Appointment of Chief Financial Officer and Principal Financial and Accounting Officer

~~The~~On August 4, 2025, the Board of Directors (the “Board”) of the Company ~~expects~~appointed toKevin ~~achieve~~D. upCook toas ~~$40 million~~the Company’s Chief Financial Officer, as well as the Company’s principal financial officer and principal accounting officer for purposes of ~~annual~~the ~~cost~~Exchange ~~savings~~Act, in ~~connection~~each ~~with~~case, effective August 12, 2025 (the ~~global~~“Effective ~~workforce~~Date”). ~~reduction~~Mr. ~~disclosed~~Cook insucceeds ~~Item~~Mr. 2Ronald J.05 ofFior, ~~this~~who ~~Current~~will ~~Report~~be stepping down from his role as Interim Chief Financial Officer on ~~Form~~the ~~8-K~~Effective Date. Mr. ~~The~~Fior ~~Company~~will ~~plans~~continue to ~~reinvest~~serve as an advisor to the ~~substantial~~Company ~~majority~~through ofthe ~~these~~end ~~savings~~of inAugust ~~strategic~~to ~~initiatives~~assist ~~including~~with ~~product~~the ~~and~~transition ~~technology~~of ~~development.~~his duties.

~~Updated~~Mr. ~~Outlook~~Cook, age 61, has more than 30 years of experience in financial management. Prior to joining the Company, Mr. Cook served as the Chief Financial Officer at Cloudera, Inc., a hybrid cloud data and AI platform company, from October 2021 to September 2023. Prior to that, Mr. Cook was the Senior Vice President of Finance, Corporate Development & Investor Relations at Cloudera, Inc., from August 2014 to September 2021. Prior to Cloudera, Inc., Mr. Cook served as the Vice President of Strategic Finance, Corporate and Business Development at Barracuda Networks, Inc., a global cybersecurity company, from 2010 to 2012. Prior to that, Mr. Cook served in investment banking leadership roles at Cowen, Credit Suisse, Wachovia Securities (now Wells Fargo) and RBC Capital Markets. Mr. Cook began his career in the Business and Finance department at Morrison Foerster. Mr. Cook holds a BA in Economics-Business from the University of California, Los Angeles, and a JD from Georgetown University Law Center.

AIn ~~reconciliation~~connection ofwith ~~Adjusted~~retaining ~~EBITDA~~Mr. (Cook as ~~defined~~its ~~below)~~Chief toFinancial ~~net~~Officer, ~~earnings~~the ~~(loss)~~Company ~~calculated~~entered ~~under~~into ~~generally~~an ~~accepted~~Employment ~~accounting~~Agreement ~~principles~~between in the ~~United~~Company ~~States~~and Mr. Cook, dated August 4, 2025 (the “~~GAAP~~Employment Agreement”). ~~has~~Pursuant ~~not~~to ~~been~~the ~~provided~~Employment ~~for~~Agreement, ~~the~~Mr. ~~updated~~Cook ~~outlook~~will ~~included~~serve ~~below~~ as the ~~quantification~~Company’s ofChief ~~certain~~Financial ~~items~~Officer ~~included~~from in the ~~calculation~~Effective ofDate ~~GAAP~~on ~~net~~an ~~earnings~~“at-will” ~~(loss)~~basis ~~cannot~~until besuch ~~calculated~~time orthat ~~predicted~~his atemployment ~~this~~is ~~time~~terminated ~~without~~in ~~unreasonable~~accordance ~~efforts.~~with ~~For~~the ~~example,~~terms of the ~~non-GAAP~~Employment ~~adjustment~~Agreement. ~~for~~The ~~stock-based~~Employment ~~compensation~~Agreement ~~expense~~further ~~requires~~provides ~~additional~~for ~~inputs~~(i) ~~such~~an asannual ~~number~~base salary of ~~shares~~$525,000, ~~granted~~subject ~~and~~to ~~market~~increase ~~price~~at ~~that~~the ~~are~~Board’s ~~not~~discretion ~~currently~~from ~~ascertainable~~time to time, ~~and~~(ii) ~~the~~eligibility ~~non-GAAP~~to ~~adjustment~~receive ~~for~~a ~~certain~~performance ~~legal,~~bonus ~~tax~~with ~~and~~such ~~regulatory~~bonus ~~reserves~~having ~~and~~an ~~expenses~~annualized ~~depends~~target onof ~~the~~no ~~timing~~less ~~and~~than ~~magnitude~~80% of ~~these~~the ~~expenses~~annual ~~and~~base ~~cannot~~salary, be(iii) ~~accurately~~an ~~forecasted.~~initial ~~For~~equity ~~the~~grant ~~same~~comprised ~~reasons,~~of ~~the~~restricted ~~Company~~stock isunits ~~unable~~with toa ~~address~~grant ~~the~~date ~~probable~~fair ~~significance~~value of ~~the unavailable information~~$12,000,000 ~~which~~(the ~~could~~“Sign-On ~~have~~Equity ~~a potentially unpredictable~~Grant”), ~~and~~(iv) ~~potentially~~paid ~~significant~~vacation, ~~impact~~and on(v) ~~its~~participation ~~future~~in ~~GAAP~~employee ~~financial~~benefit ~~results~~plans.

~~The~~In ~~Company~~addition, the Employment Agreement provides that, if Mr. Cook’s employment is ~~also~~terminated ~~updating~~(i) ~~its~~by ~~previously~~the ~~announced~~Company ~~financial~~without ~~outlook~~“cause” (as defined in the Employment Agreement) and not due to his death or disability or (ii) for “good reason” (as defined in the ~~second~~Employment ~~quarter~~Agreement) ~~2025~~by Mr. ~~The~~Cook, ~~Company~~Mr. ~~now~~Cook ~~expects~~will ~~total~~be ~~Bumble~~entitled ~~Inc.~~to ~~revenue~~receive ~~between~~the ~~$244 million~~following severance payments and ~~$249 million~~benefits, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus): (1) an amount equal to the sum of 12 months’ base salary and ~~adjusted~~100% ~~EBITDA~~of ~~between~~Mr. ~~$88 million~~Cook’s target annual bonus for the year of termination, payable in equal monthly installments over 12 months; (2) if Mr. Cook timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, continued medical and ~~$93 million~~dental coverage, at active employee rates, for up to 12 months following termination of employment or, if earlier, until the date on which Mr. Cook becomes eligible for medical and/or dental coverage from a subsequent employer; and (3) acceleration of vesting of any unvested time-vesting equity awards under the Company’s long-term equity based incentive plan (including the Sign-On Equity Grant) that are

Employee Communication

On June 25, 2025, the Company issued an employee communication relating to the workforce reduction, which is shared in part as Exhibit 99.1 to this Form 8-K and is incorporated by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current views with respect to, among other things: its operations, including the plan to implement a global workforce reduction and restructuring of the Company’s operations and the plan’s expected impact; its financial performance; its industry and its business. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipate(s),” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) as such factors may be updated from time to time in the Company’s periodic filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

~~Non~~scheduled to vest in the 12-~~GAAP~~month ~~Financial~~period ~~Measures~~immediately following the termination. The obligation to provide the severance payments and benefits are contingent upon Mr. Cook’s execution and non-revocation of a release of claims and Mr. Cook’s continued compliance, in all material respects, with any existing non-competition, non-solicitation and confidentiality agreements.

WeFurther, ~~report~~the ~~our~~restrictive ~~financial~~covenant ~~results~~agreement inattached ~~accordance~~to ~~with~~the ~~GAAP;~~Employment ~~management~~Agreement ~~believes,~~includes ~~however,~~covenants ~~that~~in ~~certain~~respect ~~non-GAAP financial measures provide users~~ of ~~our~~confidentiality ~~financial information with useful supplemental information that enables a better comparison~~ of ~~our performance across periods. We believe Adjusted earnings before interest~~information, ~~taxes,~~assignment ~~depreciation and amortization (“Adjusted EBITDA”) provides visibility to the underlying continuing operating performance by excluding the impact~~ of certain ~~expenses,~~intellectual ~~including income tax (benefit) provision~~property, ~~interest and derivative (gains) losses~~non-competition, ~~net,~~non-solicitation ~~depreciation~~ and ~~amortization expense, stock~~non-~~based~~disparagement. ~~compensation~~The ~~expenses,~~confidentiality ~~employer~~and ~~costs related to stock~~non-~~based~~disparagement ~~compensation,~~covenants ~~foreign~~have ~~exchange~~an ~~(gain)~~indefinite ~~loss~~term, ~~changes~~the innon-solicitation ~~fair~~covenant ~~value~~with ofrespect ~~contingent~~to ~~earn-out~~employees ~~liability,~~is ~~investments~~effective inboth ~~equity~~during ~~securities,~~employment ~~transaction~~ and ~~other~~until ~~costs,~~the ~~litigation~~first ~~costs~~anniversary ~~net~~ of ~~insurance~~termination ~~reimbursements that arise outside~~ of ~~the ordinary course of business~~employment, ~~tax~~and ~~receivable~~the ~~agreement~~non-competition ~~liability~~covenant ~~remeasurement (benefit) expense, impairment loss,~~ and ~~costs~~the ~~associated~~non-solicitation covenant with ~~restructuring,~~respect asto ~~management~~customers ~~does~~and ~~not~~other ~~believe~~business ~~these~~relations ~~expenses~~ are ~~representative~~effective ofduring ~~our core earnings~~employment.

~~Our~~In ~~non-GAAP~~connection ~~financial~~with ~~measures~~his ~~may~~appointment, ~~not~~Mr. beCook ~~comparable~~will toalso ~~similarly~~enter ~~titled~~into ~~measures~~the ~~used~~Company’s bystandard ~~other~~form ~~companies,~~indemnification ~~have~~agreement ~~limitations~~for asdirectors ~~analytical~~and ~~tools~~officers. ~~and~~The ~~should~~foregoing ~~not~~description beof ~~considered~~the inEmployment ~~isolation,~~Agreement oris asqualified ~~substitutes~~in ~~for~~its ~~analysis~~entirety ofby ~~our~~the ~~operating~~terms ~~results~~and asprovisions ~~reported~~of ~~under~~the ~~GAAP.~~Employment ~~Additionally~~Agreement, wea docopy ~~not~~of ~~consider~~which ~~our~~is ~~non-GAAP~~filed ~~financial~~herewith ~~measures~~ as ~~superior~~Exhibit ~~to,~~10.1 ~~or a substitute for, the equivalent measures calculated~~ and ~~presented~~is inincorporated ~~accordance~~herein ~~with~~by ~~GAAP~~reference.

~~Adjusted~~Other ~~EBITDA~~than isthe ~~defined~~Employment asAgreement, ~~net~~there ~~earnings~~are ~~(loss)~~no ~~excluding~~arrangements ~~income~~or ~~tax~~understandings ~~(benefit)~~between ~~provision,~~Mr. ~~interest~~Cook and ~~derivative~~any ~~(gains)~~other ~~losses,~~person ~~net,~~pursuant ~~depreciation~~to ~~and~~which ~~amortization~~Mr. ~~expense,~~Cook ~~stock-based~~was ~~compensation~~selected ~~expense,~~to ~~employer~~serve ~~costs~~as ~~related~~our toChief ~~stock-based~~Financial ~~compensation,~~Officer. ~~foreign~~Mr. ~~exchange~~Cook ~~(gain)~~has ~~loss,~~no ~~changes~~family inrelationship ~~fair~~with ~~value~~any ofdirector ~~contingent~~or ~~earn-out~~executive ~~liability,~~officer ~~investments~~of inthe ~~equity securities~~Company, ~~transaction~~ and ~~other~~he ~~costs,~~has ~~litigation~~no ~~costs~~direct ~~net~~or ofindirect ~~insurance~~material ~~reimbursements~~interest ~~that~~in ~~arise~~any ~~outside~~transaction ofrequired ~~the~~to ~~ordinary~~be ~~course~~disclosed ofpursuant ~~business,~~to ~~tax~~Item ~~receivable agreement liability remeasurement~~ 404(~~benefit~~a) ~~expense,~~of ~~impairment~~Regulation ~~loss, and restructuring costs~~S-K.

Item 7.01 Regulation FD Disclosure.

On August 6, 2025, the Company issued a press release announcing the appointment of Mr. Cook, which is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
ExhibitNumber		Description of Exhibit
99.1	Message from CEO Whitney Wolfe Herd to employees on June 25, 2025
10.1		Employment Agreement, dated August 4, 2025, between Bumble Inc. and Kevin D. Cook.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1		Press release of Bumble Inc., dated August 6, 2025, announcing earnings for the second quarter ended June 30, 2025.
99.2		Press release of Bumble Inc., dated August 6, 2025, announcing Chief Financial Officer transition.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	~~BUMBLE INC.~~	BUMBLE INC.
Date: June 25, 2025	By:	/s/ Deirdre Runnette
Date: August 6, 2025		By:	/s/ Ronald J. Fior
	~~Name:~~	~~Deirdre Runnette~~Name:	Ronald J. Fior
	~~Title:~~	~~Chief Legal Officer~~Title:	Interim Chief Financial Officer

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