BX Buzz ML Holdcos Report Large BMBL Sales, Exchange Rights Disclosed

Rhea-AI Filing Summary

BX Buzz ML Holdco entities reported multiple transactions in Bumble Inc. (BMBL) Class A common stock on 08/13/2025. The filings show exchanges of common units of Buzz Holdings L.P. into Class A shares and a series of sales at $6.26 per share. Post-transaction beneficial ownership balances are reported per entity, with some entities holding millions of shares indirectly through complex Blackstone-related ownership structures. The report discloses the chain of entities that result in indirect ownership and states that exchange rights for common units into Class A shares exist on a one-for-one, non-expiring basis.

Positive

• Exchange rights from Buzz Holdings L.P. common units to Class A shares are disclosed as one-for-one and non-expiring
• Detailed ownership chains and entity relationships are provided, improving transparency about indirect holdings

Negative

• Large coordinated sales across BX Buzz ML holdco entities totaling millions of Class A shares at $6.26 per share
• Material reduction in direct holdings for several reporting entities (some reduced to zero holdings as reported)
• Concentration of indirect ownership within Blackstone-related structures could increase share supply when exchanges occur

Insights

Financial Analyst

TL;DR: Large, coordinated dispositions by Blackstone-linked holdcos at $6.26 indicate material insider selling but arise from structured ownership arrangements.

The Forms show substantial sales across multiple BX Buzz ML Holdco entities totaling several million Class A shares at $6.26 per share, with remaining indirect holdings still in the millions for several entities. Because these entities are part of a layered Blackstone ownership and the report notes exchangeable common units, the transactions appear driven by unit-to-share exchanges and subsequent sales rather than ad-hoc open-market selling by an individual. Impact to valuation depends on market context; the filings themselves document transfer and sale activity but do not state intent or use of proceeds.

Corporate Governance Expert

TL;DR: Multiple related reporting persons disclosed coordinated sales, raising governance attention but the disclosure clarifies complex indirect ownership.

The filings identify several affiliated reporting persons (BX Buzz ML-1 through ML-7 Holdco L.P.) with detailed ownership chains linking back to Blackstone entities. The report explains one-for-one exchange rights from Buzz Holdings L.P. units to Class A shares and notes disclaimers of beneficial ownership among reporting persons except for pecuniary interests. From a governance perspective, the transparency on entity relationships and the exchange mechanism is useful, but concentrated, synchronized sales by affiliated holders merit investor attention for potential share supply effects.

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

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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^*

BX Buzz ML-1 Holdco 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^*

BX Buzz ML-1 Holdco 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^*

BX Buzz ML-2 Holdco 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^*

BX Buzz ML-3 Holdco 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^*

BX Buzz ML-4 Holdco 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^*

BX Buzz ML-5 Holdco 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^*

BX Buzz ML-6 Holdco 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^*

BX Buzz ML-7 Holdco 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 were reported in the BMBL Form 4 filings?

Multiple BX Buzz ML holdco entities reported exchanges of common units into Class A shares and sales of Class A common stock on 08/13/2025, with sales priced at $6.26 per share.

How many shares were sold at $6.26 according to the filings?

The filings list several sales by different entities, including amounts such as 7,318,685, 404,761, 5,569,296, 904,128, and 2,412,589 shares at $6.26.

Do the reporting persons still hold BMBL shares after the transactions?

Yes; post-transaction beneficial ownership balances are reported per entity (examples include 8,851, 906,717, 12,475,943, and other reported indirect holdings).

Who controls the reporting entities listed on the Form 4?

The explanation identifies layered control through Blackstone-related entities, including Blackstone Inc., Blackstone Holdings I/II GP L.L.C., and various Blackstone management and fund entities.

Are the exchange rights time-limited or conditional?

The filings state the exchange rights are one-for-one and do not expire.