Form 4: Blackstone Affiliates Exchange Units and Sell Bumble (BMBL) Stock

Rhea-AI Filing Summary

BCP Buzz Holdings L.P. and affiliated Blackstone entities reported multiple transactions in Bumble Inc. (BMBL) Class A common stock on 08/13/2025. The filing shows exercise/exchange-type acquisitions of common units into Class A shares and a series of sales at a reported price of $6.26 per share. Notable single entries include a sale of 7,318,685 shares for $6.26 and related acquisitions/exchanges of 7,314,734 common units into Class A shares pursuant to an exchange agreement that converts units one-for-one into Class A stock.

The filing lists a web of related Blackstone entities that collectively hold and manage the reported securities; several entities disclaim beneficial ownership of securities held by others except for pecuniary interests. The exchange rights referenced do not expire. The report is a Section 16 Form 4 disclosure of changes in beneficial ownership and does not provide commentary on rationale or future intentions.

Positive

• Detailed disclosure of transactions by multiple affiliated reporting persons, enhancing transparency under Section 16
• Exchange agreement provides clarity: common units of Buzz Holdings L.P. are convertible one-for-one into Class A shares and the rights do not expire

Negative

• Large dispositions reported, including a sale of 7,318,685 shares at $6.26, which materially increases available float
• Complex ownership chain across many Blackstone entities may complicate investor assessment of ultimate beneficial ownership despite disclaimers

Insights

Financial Analyst

TL;DR: Large, concentrated sales by Blackstone-related entities and simultaneous unit-to-share exchanges materially change public float and ownership composition.

The Form 4 documents substantial dispositions and concurrent exchanges into Class A common stock by multiple Blackstone-affiliated partnerships on 08/13/2025. A principal sale line shows 7,318,685 shares sold at $6.26 each, and exchange entries reflect 7,314,734 common units becoming Class A shares under an evergreen 1:1 exchange agreement. These transactions increase the number of Class A shares underlying Blackstone-controlled vehicles while also reflecting significant outright share sales at a disclosed price, which could affect free float and near-term supply. The filing is thorough in delineating the complex ownership chain but does not state transaction intent, proceeds use, or timing beyond the trade date, limiting forward-looking interpretation.

Corporate Governance Expert

TL;DR: Proper disclosure of affiliated-party transactions and disclaimers preserves compliance but raises oversight considerations due to scale.

The report enumerates multiple related reporting persons within Blackstone’s organizational structure and includes explicit disclaimers that many entities disclaim beneficial ownership except for pecuniary interests. The inclusion of an exchange agreement that "does not expire" is a critical legal detail ensuring traceability of conversion rights. Filing separate Forms 4 for certain reporting persons (noted due to electronic filing limitations) and clear footnotes align with Section 16 transparency requirements. Governance teams should note the complexity of inter-entity relationships disclosed here, which is important for audit trails and compliance review.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BCP Buzz Holdings L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bumble Inc. [ BMBL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/13/2025		C		7,314,734	A	(1)	7,327,536	I	See Footnotes(2)(5)(6)(7)(8)(9)
Class A Common Stock	08/13/2025		C		66,010	A	(1)	66,010	I	See Footnotes(3)(5)(6)(7)(8)(9)
Class A Common Stock	08/13/2025		C		14,415	A	(1)	14,415	I	See Footnotes(4)(5)(6)(7)(8)(9)
Class A Common Stock	08/13/2025		S		7,318,685	D	$6.26	8,851	I	See Footnotes(2)(5)(6)(7)(8)(9)
Class A Common Stock	08/13/2025		S		66,010	D	$6.26	0	I	See Footnotes(3)(5)(6)(7)(8)(9)
Class A Common Stock	08/13/2025		S		14,415	D	$6.26	0	I	See Footnotes(4)(5)(6)(7)(8)(9)
Class A Common Stock	08/13/2025		S		404,761	D	$6.26	906,717	I	See Footnotes(5)(6)(7)(8)(9)(10)
Class A Common Stock	08/13/2025		S		5,569,296	D	$6.26	12,475,943	I	See Footnotes(5)(6)(7)(8)(9)(11)
Class A Common Stock	08/13/2025		S		904,128	D	$6.26	2,025,363	I	See Footnotes(5)(6)(7)(8)(9)(12)
Class A Common Stock	08/13/2025		S		2,412,589	D	$6.26	5,404,511	I	See Footnotes(5)(6)(7)(8)(9)(13)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units of Buzz Holdings L.P.	(1)	08/13/2025		C			7,314,734	(1)	(1)	Class A Common Stock	7,314,734	$0	16,385,953	I	See Footnotes(2)(5)(6)(7)(8)(9)
Common Units of Buzz Holdings L.P.	(1)	08/13/2025		C			66,010	(1)	(1)	Class A Common Stock	66,010	$0	147,871	I	See Footnotes(3)(5)(6)(7)(8)(9)
Common Units of Buzz Holdings L.P.	(1)	08/13/2025		C			14,415	(1)	(1)	Class A Common Stock	14,415	$0	32,291	I	See Footnotes(4)(5)(6)(7)(8)(9)

1. Name and Address of Reporting Person^*

BCP Buzz Holdings L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCP VII Holdings Manager - NQ L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Management Associates VII NQ L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BMA VII NQ L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BTO Buzz Holdings II L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BTO Holdings Manager L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Associates L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BTOA L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Holdings III L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Holdings III GP L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Pursuant to the terms of an exchange agreement, dated as of February 10, 2021, common units of Buzz Holdings L.P. held by the Reporting Persons are exchangeable for shares of the issuer's Class A common stock on a one-for-one basis. These exchange rights do not expire.

2. Reflects securities directly held by BX Buzz ML-5 Holdco L.P. The general partner of BX Buzz ML-5 Holdco L.P. is BX Buzz ML-5 GP LLC. Blackstone Buzz Holdings L.P. is the sole limited partner of BX Buzz ML-5 Holdco L.P. and the sole member of BX Buzz ML-5 GP LLC. BTO Holdings Manager-NQ L.L.C. is the general partner of Blackstone Buzz Holdings L.P. Blackstone Tactical Opportunities Associates-NQ L.L.C. is the managing member of BTO Holdings Manager-NQ L.L.C. BTOA-NQ L.L.C. is the sole member of Blackstone Tactical Opportunities Associates-NQ L.L.C.

3. Reflects securities directly held by BX Buzz ML-6 Holdco L.P. The general partner of BX Buzz ML-6 Holdco L.P. is BX Buzz ML-6 GP LLC. Blackstone Tactical Opportunities Fund - FD L.P. is the sole limited partner of BX Buzz ML-6 Holdco L.P. and the sole member of BX Buzz ML-6 GP LLC. Blackstone Tactical Opportunities Associates III - NQ L.P. is the general partner of Blackstone Tactical Opportunities Fund - FD L.P. BTO DE GP - NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Associates III - NQ L.P.

4. Reflects securities directly held by BX Buzz ML-7 Holdco L.P. The general partner of BX Buzz ML-7 Holdco L.P. is BX Buzz ML-7 GP LLC. Blackstone Family Investment Partnership-Growth ESC L.P. is the sole limited partner of BX Buzz ML-7 Holdco L.P. and the sole member of BX Buzz ML-7 GP LLC. BXG Side-by-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership-Growth ESC L.P.

5. Blackstone Holdings II L.P. is the managing member of each of BTOA-NQ L.L.C., BTO DE GP-NQ L.L.C., BXGA L.L.C., and BMA VII NQ L.L.C., and the sole member of each of BXG Side-by-Side GP L.L.C. and Blackstone Strategic Opportunity Associates L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P.

6. Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

7. Due to the limitations of the electronic filing system certain Reporting Persons are filing separate Forms 4.

8. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

9. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

10. Reflects securities directly held by BX Buzz ML-1 Holdco L.P. The general partner of BX Buzz ML-1 Holdco L.P. is BX Buzz ML-1 GP LLC. BXG Buzz Holdings L.P. is the sole limited partner of BX Buzz ML-1 Holdco L.P. and the sole member of BX Buzz ML-1 GP LLC. BXG Holdings Manager L.L.C. is the general partner of BXG Buzz Holdings L.P. Blackstone Growth Associates L.P. is the managing member of BXG Holdings Manager L.L.C. BXGA L.L.C. is the general partner of Blackstone Growth Associates L.P.

11. Reflects securities directly held by BX Buzz ML-2 Holdco L.P. The general partner of BX Buzz ML-2 Holdco L.P. is BX Buzz ML-2 GP LLC. BCP Buzz Holdings L.P. is the sole limited partner of BX Buzz ML-2 Holdco L.P. and the sole member of BX Buzz ML-2 GP LLC. BCP VII Holdings Manager - NQ L.L.C. is the general partner of BCP Buzz Holdings L.P. Blackstone Management Associates VII NQ L.L.C. is the managing member of BCP VII Holdings Manager - NQ L.L.C. BMA VII NQ L.L.C. is the managing member of Blackstone Management Associates VII NQ L.L.C.

12. Reflects securities directly held by BX Buzz ML-3 Holdco L.P. The general partner of BX Buzz ML-3 Holdco L.P. is BX Buzz ML-3 GP LLC. BSOF Buzz Aggregator L.L.C. is the sole limited partner of BX Buzz ML-3 Holdco L.P. and the sole member of BX Buzz ML-3 GP LLC. Blackstone Strategic Opportunity Associates L.L.C. is the managing member of BSOF Buzz Aggregator L.L.C.

13. Reflects securities directly held by BX Buzz ML-4 Holdco L.P. The general partner of BX Buzz ML-4 Holdco L.P. is BX Buzz ML-4 GP LLC. BTO Buzz Holdings II L.P. is the sole limited partner of BX Buzz ML-4 Holdco L.P. and the sole member of BX Buzz ML-4 GP LLC. BTO Holdings Manager L.L.C. is the general partner of BTO Buzz Holdings II L.P. Blackstone Tactical Opportunities Associates L.L.C. is the managing member of BTO Holdings Manager L.L.C. BTOA L.L.C. is the managing member of Blackstone Tactical Opportunities Associates L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.

Remarks:

Exhibit List- Exhibit 99.1 signatures

	See Exhibit 99.1	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Blackstone-related entities report for BMBL on 08/13/2025?

The filing reports multiple exchanges and sales, including the exchange of 7,314,734 common units into Class A shares and a sale of 7,318,685 Class A shares at $6.26 per share on 08/13/2025.

Do the reported exchange rights for Buzz Holdings L.P. expire?

No. The Form 4 states the exchange rights converting common units of Buzz Holdings L.P. into Class A common stock are exercisable on a one-for-one basis and do not expire.

How much of the reported activity was sold at a disclosed price?

Several sale lines show dispositions at a price of $6.26 per share, including a notable sale of 7,318,685 shares.

Are the reporting persons affiliated and how is beneficial ownership described?

Yes. The report lists multiple Blackstone-affiliated entities and states many reporting persons disclaim beneficial ownership of securities held by other reporting persons except for pecuniary interests.

Does the Form 4 explain the purpose or intended use of sale proceeds?

No. The filing discloses the transactions and the ownership structure but does not state the purpose of the sales or use of proceeds.