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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2026
____________________________
Bumble Inc.
(Exact
name of registrant as specified in its charter)
____________________________
| Delaware |
001-40054 |
85-3604367 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| |
|
|
1105 West 41st Street
Austin, Texas |
|
78756 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
Telephone Number, Including Area Code: (512) 696-1409
Not Applicable
(Former name or former address, if changed since last report)
____________________________
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Class A common stock, par value $0.01 per share |
|
BMBL |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On October 12, 2026, Bumble Inc., a Delaware
corporation (“Bumble” or the “Company”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) by
and among the Company, Buzz Holdings L.P., (“Opco”), a Delaware limited
partnership, Ithaca Holdco, Inc., a Delaware corporation (“Ithaca”), Oak
Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Ithaca (“Merger
Sub 1”), and Oak Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ithaca
(“Merger Sub 2” and collectively with Merger Sub 1, the “Merger
Subs” and each a “Merger Sub”). Pursuant to the Merger
Agreement, and upon the terms and subject to the conditions therein, Merger Sub 1 will merge with and into the Company (the
“Corporate Merger”), with the Company surviving the Corporate Merger as
a wholly owned subsidiary of Ithaca, and Merger Sub 2 will merge with and into Opco (the “Opco
Merger”, together with the Corporate Merger, the “Mergers”),
with Opco surviving the Opco Merger as a wholly owned subsidiary of Ithaca. The board of directors (the “Board”)
of the Company, acting upon the unanimous recommendation of a special committee consisting only of independent and disinterested
directors of the Company empowered with full power and authority to evaluate the Company’s strategic alternatives (the
“Special Committee”), unanimously approved the transactions contemplated
by the Merger Agreement (the “Transactions”).
Subject to the terms and conditions of the Merger
Agreement, at the effective time of the Corporate Merger (the “Effective Time”),
(i) each share of Class A common stock of the Company, par value $0.01 per share (the “Class
A Common Stock”) outstanding immediately prior to the Effective Time (other than dissenting shares, cancelled shares or
shares subject to the rollover) will be converted into the right to receive $6.05 in cash, without interest (the “Class
A Per Share Price”), (ii) each share of Class B common stock of the Company, par value $0.01 per share (the “Class
B Common Stock”, and together with the Class A Common Stock, the “Company
Common Stock”) outstanding immediately prior to the Effective Time (other than dissenting shares, cancelled shares or shares
subject to the rollover) will be converted into the right to receive $0.000001 in cash, without interest (the “Class
B Per Share Price”), and (iii) each common unit of Opco (the “Opco Common
Units”) outstanding immediately prior to the effective time of the Opco Merger (other than cancelled Opco Common Units or
Opco Common Units owned directly or indirectly by the Company) will be converted into the right to receive an amount in cash equal to
the excess of the Class A Per Share Price over the Class B Per Share Price, without interest.
Treatment of Company Equity Awards
At the Effective Time, outstanding equity awards
of the Company will be treated as follows:
Options. Each option to purchase shares
of Company Common Stock (“Option”) that is outstanding as of immediately prior to the Effective Time, whether vested
or unvested, will be automatically cancelled for no consideration.
RSUs. Each restricted stock unit (“RSU”)
that is outstanding and, as of immediately prior to the Effective Time, (i) vested, (ii) vests in accordance with its terms as a result
of the consummation of the Merger or (iii) is held by a non-employee director or the Company’s Founder and Chief Executive Officer,
Whitney Wolfe Herd (collectively, the “Vested Company RSUs”), will be automatically cancelled and converted into the
right of the holder to receive a cash payment, without interest, in an amount equal to the product of (A) the Class A Per Share Price
multiplied by (B) the number of shares of Company Common Stock underlying such Vested Company RSU. Each RSU that is not a Vested Company
RSU (the “Unvested Company RSUs”) will be cancelled and converted into the contingent right to receive a cash payment,
without interest, in an amount equal to the product of (A) the Class A Per Share Price multiplied by (B) the number of shares of Company
Common Stock underlying such Unvested Company RSU (the “Cash Replacement RSU Amount”). Each Cash Replacement RSU Amount
will, subject to the holder’s continued service with Ithaca or its affiliates (including the Company or its subsidiaries) through
the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement RSU Amount
was exchanged would have vested and been payable. Each Cash Replacement RSU Amount will otherwise have the same terms and conditions (including
any “double-trigger” vesting protections) as applied to the Unvested Company RSU for which it was exchanged, except for terms
rendered inoperative by reason of the Merger and other administrative or ministerial changes reasonably determined by Ithaca that do not
adversely impact the holder of the Unvested Company RSU. Any portion of a Cash Replacement RSU Amount that vests will be paid no later
than the second regularly scheduled payroll date following the date on which such portion vests.
Incentive Units. Each incentive unit of
Opco that is outstanding as of immediately prior to the effective time of the merger of Merger Sub 2 with and into Opco will be automatically
forfeited and cancelled without consideration.
ESPP. No offering or purchase period under
the Company’s 2021 Employee Stock Purchase Plan (the “Company ESPP”) will be authorized or commenced on or after
the date of the Merger Agreement, and the Company ESPP will terminate effective as of the Effective Time.
Closing Conditions
Under the terms of the Merger Agreement, the
completion of the Mergers is subject to certain customary closing conditions, including, among others: (i) the adoption of the Merger
Agreement by the delivery of a duly executed stockholder written consent (the “Company Stockholder Approval”) by the
Principal Stockholders (as defined in the Merger Agreement); (ii) the absence of any order issued by a governmental authority of
competent jurisdiction or law prohibiting the consummation of the Mergers; (iii) the expiration or termination of the waiting period
applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) certain other approvals
and clearances by government authorities (including the expiration of any waiting periods in respect thereof), (v) the mailing of an
information statement (the “Information Statement”) pursuant to Schedule 14C of the Securities Exchange Act of 1934
(the “Exchange Act”), as amended, and the passage of 20 days; (vi) the accuracy of the representations and warranties
of the parties (subject to customary materiality qualifiers); (vii) each party’s performance in all material respects of its
covenants and obligations contained in the Merger Agreement; and (viii) in the case of Ithaca’s obligation to close, the absence
of the occurrence of a material adverse effect on the Company. The Merger Agreement does not contain a financing condition. Following
the execution of the Merger Agreement, the Principal Stockholders executed and delivered to the Company a written consent adopting the
Merger Agreement and approving the Mergers (the “Stockholder Consent”), thereby providing the required stockholder
approval for the Mergers. No further action by holders of shares of Company Common Stock is required to complete the Mergers.
No-Shop
Under the Merger Agreement, the Company is subject
to a customary “no-shop” provision that restricts the Company (including, as applicable, the Board and the Special Committee),
its subsidiaries and their respective representatives from soliciting Acquisition Proposals (as defined in the Merger Agreement) from
third parties or providing information to or participating in any discussions or negotiations with third parties regarding Acquisition
Proposals. Prior to the receipt of the Company Stockholder Approval, the “no-shop” provision permitted the Company, under
certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide non-public information
and engage in discussions and negotiations with respect to an unsolicited Acquisition Proposal that would reasonably be expected to lead
to a Superior Proposal (as defined in the Merger Agreement).
Termination; Termination Fees
The Merger Agreement contains certain termination
rights for the Company and Ithaca, including the right of either party to terminate the Merger Agreement if the Merger is not consummated
on or before July 12, 2027 (the “End Date”). The Merger Agreement also provided that the Company would have been required
to pay Ithaca a termination fee of $29,000,000 (the “Company Termination Fee”) under certain specified circumstances
prior to delivery of the Stockholder Consent. The Company Termination Fee may also become payable by the Company if the Merger Agreement
is terminated under certain specified circumstances as set forth in the Merger Agreement, prior to such termination an Acquisition Proposal
has been publicly announced and not withdrawn and, within 12 months following such termination, the Company consummates or enters into
a definitive agreement providing for an Acquisition Proposal. Under certain circumstances, including upon the occurrence of a material
and uncured breach by Ithaca that would cause a closing condition to not be satisfied, Ithaca’s failure to close when otherwise
required to do so by the terms of the Merger Agreement or the termination of the Merger Agreement at the End Date when the Company would
otherwise have been entitled to terminate it under certain circumstances, Ithaca will pay to the Company a parent termination fee of $102,000,000
(the “Parent Termination Fee”). The Parent Termination Fee is required to be deposited into an escrow account by October
19, 2026.
Representations, Warranties and Covenants
The Merger Agreement contains customary representations,
warranties and covenants made by each of the Company, Opco, Ithaca and the Merger Subs, including, among others, covenants by the Company
(i) to use commercially reasonable efforts to carry on its business in the ordinary course consistent with past practice in all material
respects during the period between the execution of the Merger Agreement and the consummation of the Mergers and (ii) not to engage in
specified types of transactions or take specified actions during such period unless agreed to in writing by Ithaca.
Equity Commitment
Pursuant to an equity commitment letter, dated
October 12, 2026, Greenoaks Prime Radiant LP agreed to provide equity financing in the aggregate amount set forth therein.
Rollover Agreement
Concurrently with the execution of the Merger
Agreement, Ms. Wolfe Herd and Beehive Holdings III, LP, an entity affiliated with Ms. Wolfe Herd (“Beehive Holdings”),
entered into a rollover agreement with Ithaca and certain of its affiliates, pursuant to which, among other things, Beehive Holdings will,
subject to the terms and conditions set forth therein, contribute shares of Class A Common Stock to Oak Topco, Inc., a wholly owned subsidiary
of Ithaca, in exchange for equity interests in Oak Topco, Inc. Such shares will not be entitled to receive the Class A Per Share Price.
Description of Merger Agreement Not Complete
The Merger Agreement and the above description
of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. It is not
intended to provide any other factual information about the Company, Ithaca or their respective subsidiaries or affiliates. The representations,
warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates,
were solely for the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the parties in connection
with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made by each party for the purposes
of allocating contractual risk between the parties. In addition, certain representations and warranties may be subject to a contractual
standard of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk
between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties
and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public
disclosures by the Company. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information
regarding the parties that is or will be contained in, or incorporated by reference into, the Information Statement, the transaction statement
on Schedule 13E-3 to be filed by the Company, Ithaca and certain other persons in connection with the Merger, the Company’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and other documents that the parties will file with
the SEC. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of
the actual state of facts or condition of the Company, Ithaca or any of their respective subsidiaries, affiliates or businesses. The foregoing
description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
Press Release
Attached as Exhibit 99.1 to this Report is the
press release jointly issued by the parties announcing the Transactions on October 13, 2026. A copy of the press release is furnished
as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The information set forth in this Item 7.01, including
the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| 2.1* |
Agreement and Plan of Merger, by and among Bumble Inc., Buzz Holdings, L.P., Ithaca Holdco, Inc., Oak Merger Sub 1, Inc. and Oak Merger Sub 2, LLC, dated as of October 12, 2026. |
| 99.1 |
Joint Press Release, dated as of October 13, 2026, by Bumble Inc. and Ithaca Holdco, Inc. |
| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| * |
Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules or exhibits so furnished. |
Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Except for historical information
contained in this communication, the matters discussed herein contain forward-looking statements that involve risks and uncertainties.
Such statements are provided under the “safe harbor” protection of the Act. In some cases, you can identify forward-looking
statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,”
“plans,” “positioning,” “anticipates,” “could,” “intends,” “target,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential”
or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy,
plans or intentions. Forward-looking statements include, but are not limited to, statements regarding the expected timing and completion
of the Transaction (as defined below), the expected benefits of the Transaction, our product innovation and investment in platform capabilities,
member experience enhancement plans, the ability to achieve product-led long-term growth, the ability to maintain financial discipline,
future operating results, including revenue, growth opportunities, future spending and incremental investments and business trends, and
our ability to deliver growth and value for shareholders. Forward-looking statements by their nature address matters that are, to different
degrees, uncertain, such as statements regarding the transactions contemplated by the Merger Agreement (the “Transaction”),
including the expected time period to consummate the Transaction, opportunities and anticipated future performance. All such forward-looking
statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions,
many of which are beyond the control of Bumble, that could cause actual results to differ materially from those expressed in such forward-looking
statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and
likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory
approvals of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the
Merger Agreement; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all;
risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements
relating to the Transaction could have adverse effects on the market price of Bumble’s Class A common stock; the risk that the Transaction
and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability
of Bumble to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on
their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, shareholder, regulatory and
other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation relating
to the Transaction that could be instituted against Bumble or its directors and/or officers; the risk associated with third party contracts
containing material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived
or otherwise satisfactorily resolved; significant costs or expenses incurred in connection with the Transaction; certain restrictions
contained in the Merger Agreement that may impact Bumble’s ability to pursue certain business opportunities or strategic transactions;
the risk of various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes,
cybersecurity attacks, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes
in labor costs and labor difficulties; and the risks resulting from other effects of industry, market, economic, legal or legislative,
political or regulatory conditions outside of Bumble’s control.
All such factors are difficult to predict and
are beyond our control, including those detailed in Bumble’s annual report on Form 10-K for the fiscal year ended December 31, 2025,
quarterly reports on Form 10-Q and other documents subsequently filed by Bumble with the Securities and Exchange Commission (“SEC”)
and that are available at https://ir.bumble.com/financials/sec-filings/default.aspx and at www.sec.gov. Bumble’s forward-looking
statements are based on assumptions that Bumble believes to be reasonable but that may not prove to be accurate. Other unpredictable factors
not discussed in this communication could also have material adverse effects on forward-looking statements. Bumble does not assume an
obligation to update any forward-looking statements, except as required by applicable law. These forward-looking statements speak only
as of the date hereof.
Important Information and Where to Find It
Bumble will prepare and file an information statement
on Schedule 14C for its shareholders with respect to the approval of the Transaction. When completed, the information statement will be
mailed to Bumble’s shareholders. In addition, certain participants in the Transaction will prepare and file with the SEC a Schedule
13E-3 Transaction Statement, which will contain important information on Bumble, Ithaca, the Transaction and related matters, including
the terms and conditions of the Transaction. Copies of documents filed with the SEC can be accessed through the website maintained by
the SEC at https://www.sec.gov and will be made available free of charge by accessing Bumble’s website at https://ir.bumble.com
or by contacting Bumble via email by sending a message to ir@team.bumble.com.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation
of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities and 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. |
| |
|
|
| October 13, 2026 |
By: |
/s/ Kevin Cook |
| |
|
Name: Kevin D. Cook |
| |
|
Title: Chief Financial Officer |
Exhibit 99.1
Oct 13, 2026 8:24 AM Eastern Daylight Time
Bumble Inc. to Be Acquired by Ithaca Holdings,
the Long-Term Holding Company for
Enduring Technology Businesses
Bumble Shareholders to Receive $6.05 Per Share
in Cash Representing a 138% Premium to the Unaffected
Share Price
AUSTIN, Texas -- (BUSINESS WIRE) -- Bumble
Inc. (NASDAQ: BMBL) (“Bumble” or “the Company”) today announced that it entered into a definitive agreement to
be acquired by Ithaca Holdings (“Ithaca”) in an all-cash transaction valuing the Company at $1.3 billion.
Under the terms of the agreement, Bumble common
shareholders will receive cash consideration of $6.05 per share of Class A Common Stock, representing an approximately 138% premium to
the unaffected closing share price on October 9, 2026, and a premium of approximately 119% to the 30-day volume weighted average price
as of October 9, 2026.
Transaction Details
An independent Special Committee of Bumble’s
Board of Directors (“Special Committee”), advised by independent legal and financial advisors, conducted a rigorous process
to evaluate a range of strategic alternatives.
After careful consideration, the Special Committee
determined that Ithaca's proposed transaction is in the best interest of Bumble’s common shareholders and recommended approval of
the transaction to the full Board of Directors. Acting upon the Special Committee’s recommendation, the Board unanimously approved
the transaction, excluding Whitney Wolfe Herd who recused herself from the Board’s deliberations and voting on the matter. Following
execution of the definitive agreement, affiliates of Blackstone and Ms. Wolfe Herd approved the transaction by a written consent of shareholders,
providing the requisite shareholder approval for the transaction. Bumble shareholders will receive an information statement as required
by Delaware law and the federal securities laws.
Ithaca’s mission is to apply frontier technology
to renew and accelerate businesses that enrich people’s lives and create lasting value in a world transformed by AI. Upon closing
the transaction, Ithaca Co-CEOs, Ravi Gupta and John Hegeman, will become Co-CEOs of Bumble. They will partner closely with Ms. Wolfe
Herd to extend Bumble’s original vision to help people find connections in life and love into the next era.
Bumble will operate as a privately-held company
with offices in London, Austin and New York City, and is expected to remain based in Austin.
Ann Mather, Chair of Bumble’s Board of
Directors and Chair of the Special Committee, stated:
“The Special Committee was formed to conduct
an independent review of strategic alternatives to maximize value for our public and unaffiliated shareholders. Supported by independent
legal and financial advisors, the Committee thoroughly evaluated all available paths and determined that this transaction with Ithaca
represents the best outcome for our shareholders. We appreciate the management team’s collaboration throughout our evaluation process."
Bumble’s Founder and CEO, Whitney Wolfe
Herd, shared:
“Bumble was founded on a simple belief:
meaningful relationships are essential to a healthy, happy life. Today, that belief feels more important than ever.”
“I am incredibly grateful to the entire
Bumble team, whose dedication and belief in our mission have made this company what it is today. In Ithaca, we have found a partner who
shares our vision, believes in our women-first mission, and is committed to investing in Bumble’s future. I am grateful to the Special
Committee for their thoughtful work and am pleased to support this transaction based on the Board’s recommendation.”
“As Bumble’s Founder, my belief in
this company and its potential to positively impact people around the world has never been stronger. That is why I will remain actively
involved with Bumble. I believe deeply in Bumble’s future, and I look forward to working alongside Ravi, John, and the Bumble team
as we continue to innovate, create meaningful connections, and write the next chapter of Bumble’s story. I truly believe the best
is yet to come.”
Ithaca Holdings Co-Founders and Co-CEOs, Ravi
Gupta and John Hegeman, added:
“Technology should work in service of our
deepest source of fulfillment, human connection, and this investment is a bet on the future of humanity. People and societies will always
need connection, relationships, love, and family, and we are excited to build on Bumble’s legacy and share its mission with the
next generation of members.”
“Bumble has a unique combination of essential
attributes, including its trusted brand and loyal community. As technology and dating habits evolve, we see huge potential to take it
into the next era together, building on the foundation Whitney and the talented Bumble team have built. Whitney has a clear vision and
strong principles, and we’re grateful for her partnership as we carry her mission forward together.”
Advisors
Goldman Sachs & Co. LLC and Morgan Stanley
& Co. LLC are serving as financial advisors to the Special Committee, and Davis Polk & Wardwell LLP is serving as legal advisor
to the Special Committee. Kirkland & Ellis LLP is serving as legal advisor, and KKR Capital Markets is serving as capital markets
advisor to Ithaca Holdings in connection with the proposed transaction. Wachtell, Lipton, Rosen & Katz is serving as legal advisor
to Whitney Wolfe Herd. Simpson Thacher & Bartlett LLP is serving as legal advisor to Blackstone.
Third Quarter 2026 Earnings
The Company plans to file its quarterly report
on Form 10-Q with the Securities and Exchange Commission (the “SEC”) by November 9, 2026. In light of this transaction, the
Company does not plan to issue an earnings release or conduct a conference call to discuss financial results for the third quarter ending
September 30, 2026.
About Bumble Inc.
Bumble Inc. is the parent company of Bumble, Badoo,
and BFF. The Bumble platform brings people closer to love by enabling them to build healthy relationships. Founded in 2014 by Whitney
Wolfe Herd, Bumble was one of the first dating apps built with women at the center and connects people across dating (Bumble Date) and
friendship (BFF). Badoo, founded in 2006, was one of the pioneers of web and mobile dating products. BFF is a friendship app made to help
you find your people.
About Ithaca Holdings
Ithaca is a holding company for enduring, market-leading
technology businesses. It combines frontier technology with operating expertise to renew established companies and unlock their long-term
potential. Its mission is to use frontier technology to build products and businesses that not only create lasting value but meaningfully
enrich people's lives. For more information visit: https://www.ithacaholdings.com.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation
of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Except for historical information
contained in this communication, the matters discussed herein contain forward-looking statements that involve risks and uncertainties.
Such statements are provided under the “safe harbor” protection of the Act. In some cases, you can identify forward-looking
statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,”
“plans,” “positioning,” “anticipates,” “could,” “intends,” “target,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential”
or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking
statements include, but are not limited to, statements regarding the expected timing and completion of the Transaction (as defined below),
the expected benefits of the Transaction, our product innovation and investment in platform capabilities, member experience enhancement
plans, the ability to achieve product-led long-term growth, the ability to maintain financial discipline, future operating results, including
revenue, growth opportunities, future spending and incremental investments and business trends, and our ability to deliver growth and
value for shareholders. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as
statements regarding the transactions contemplated by the Merger Agreement (the “Transaction”), including the expected time
period to consummate the Transaction, opportunities and anticipated future performance.
All such forward-looking statements are based
upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are
beyond the control of Bumble, that could cause actual results to differ materially from those expressed in such forward-looking statements.
Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of
completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals
of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to
disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the
Transaction could have adverse effects on the market price of Bumble’s Class A common stock; the risk that the Transaction and its
announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability of
Bumble to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their
operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, shareholder, regulatory and other
stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation relating to the
Transaction that could be instituted against Bumble or its directors and/or officers; the risk associated with third party contracts containing
material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise
satisfactorily resolved; significant costs or expenses incurred in connection with the Transaction; certain restrictions contained in
the Merger Agreement that may impact Bumble’s ability to pursue certain business opportunities or strategic transactions; the risk
of various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, cybersecurity
attacks, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes in labor
costs and labor difficulties; and the risks resulting from other effects of industry, market, economic, legal or legislative, political
or regulatory conditions outside of Bumble’s control. All such factors are difficult to predict and are beyond our control, including
those detailed in Bumble’s annual report on Form 10-K for the fiscal year ended December 31, 2025, quarterly reports on Form 10-Q
and other documents subsequently filed by Bumble with the Securities and Exchange Commission
(“SEC”) and that are available at https://ir.bumble.com/financials/sec-filings/default.aspx and at www.sec.gov. Bumble’s
forward-looking statements are based on assumptions that Bumble believes to be reasonable but that may not prove to be accurate. Other
unpredictable factors not discussed in this communication could also have material adverse effects on forward-looking statements. Bumble
does not assume an obligation to update any forward-looking statements, except as required by applicable law. These forward-looking statements
speak only as of the date hereof.
Important Information and Where to Find It
Bumble will prepare and file an information statement
on Schedule 14C for its shareholders with respect to the approval of the Transaction. When completed, the information statement will be
mailed to Bumble’s shareholders. In addition, certain participants in the Transaction will prepare and file with the SEC a Schedule
13E-3 Transaction Statement, which will contain important information on Bumble, Ithaca, the Transaction and related matters, including
the terms and conditions of the Transaction. Copies of documents filed with the SEC can be accessed through the website maintained by
the SEC at https://www.sec.gov and will be made available free of charge by accessing Bumble’s website at https://ir.bumble.com
or by contacting Bumble via email by sending a message to ir@team.bumble.com.
Contacts
For Bumble:
Investor Contact
ir@team.bumble.com
Media Contact
press@team.bumble.com
For Ithaca Holdings:
Media Contact
Lulu Meservey
lulu@rostra.co
