BMBL Form 4: Blackstone-Affiliated Conversions, $6.26 Sales Affect Ownership

Rhea-AI Filing Summary

BTOA - NQ L.L.C. and related Blackstone-affiliated reporting persons disclosed multiple contemporaneous purchases and sales of Bumble Inc. (BMBL) Class A common stock and related exchangeable common units on 08/13/2025. The filings show acquisitions by conversion/exchange of common units into Class A shares totaling 7,395,159 shares (7,314,734 + 66,010 + 14,415) and additional derivative-reported underlying shares.

Sales on the same date include multiple dispositions at $6.26 per share, including a sale of 7,318,685 shares and several other lots, resulting in varied beneficial ownership totals across entities (examples: 8,851; 906,717; 12,475,943; 2,025,363; 5,404,511 reported for different filers). Exchange rights converting Buzz Holdings common units into Class A stock are one-for-one and do not expire.

Insights

Securities Analyst

TL;DR: Large Blackstone-affiliated conversions and sales on 08/13/2025 altered reported beneficial positions materially.

The Form 4 shows coordinated activity across multiple Blackstone-related entities: sizable conversions of Buzz Holdings L.P. common units into Class A stock and numerous open-market or private sales priced at $6.26 per share. The one-for-one exchange agreement for Buzz Holdings units is explicit and perpetual, explaining conversions labeled as 'C'. Reported post-transaction beneficial ownership figures vary significantly by entity, indicating internal reallocations among affiliated vehicles rather than simple single-entity accumulation.

Corporate Governance Expert

TL;DR: The filing documents complex affiliated ownership structure and contemporaneous transactions, raising governance disclosure clarity needs.

The footnotes detail an extensive ownership chain linking multiple funds, GP/LP entities, and management vehicles to Blackstone Inc., with each reporting person disclaiming ownership of others' holdings except for pecuniary interest. Because several reporting persons filed separately, investors must reference the footnotes to reconcile aggregate ownership. The perpetual exchange right for Buzz Holdings units is material to understanding potential future share supply.

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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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^*

BTOA - NQ L.L.C.

(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^*

BTOA - 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 Tactical Opportunities Fund - FD 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 Tactical Opportunities Associates III - NQ 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 DE GP - 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 Family Investment Partnership - Growth ESC 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^*

BXG Side-by-Side GP 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 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^*

Blackstone Holdings I/II GP 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)

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-affiliated entities report for BMBL on 08/13/2025?

They reported multiple conversions (C) of common units into Class A stock totaling 7,395,159 shares across three lots and several sales (S) at $6.26 per share, including a sale of 7,318,685 shares.

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

No. The exchange agreement dated February 10, 2021 provides one-for-one exchange rights that do not expire.

How is beneficial ownership held among the reporting persons?

Footnotes disclose a layered GP/LP structure where various Blackstone funds and managers hold interests; many reporting persons disclaim beneficial ownership of securities held by others except for pecuniary interest.

What post-transaction ownership totals are reported?

Post-transaction totals vary by entity; examples include 8,851, 906,717, 12,475,943, 2,025,363, and 5,404,511 Class A shares reported for different filers.

Were derivative or underlying securities disclosed?

Yes. Table II reports common units of Buzz Holdings L.P. as derivative-related items with underlying Class A shares (e.g., 7,314,734 underlying shares tied to units).