As filed with the Securities and Exchange Commission on November 7, 2025.
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Bumble Inc.
(Exact name
of registrant as specified in its charter)
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| Delaware |
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85-3604367 |
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incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
1105 West 41st Street
Austin, Texas 78756
(Address of Principal Executive Offices, including zip code)
Bumble Inc. 2021 Omnibus Incentive Plan
(Full title of the plan)
Deirdre Runnette
Chief
Legal Officer
Bumble Inc.
1105 West 41st Street
Austin, Texas 78756
Telephone: (512) 696-1409
(Name and address and telephone number, including area code, of agent for service)
With copies to:
Joshua Ford Bonnie
William R. Golden III
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, D.C. 20001
Telephone: (202) 636-5500
Facsimile: (202) 636-5502
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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Accelerated filer |
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☐ |
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| Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the
purpose of registering an additional 30,000,000 shares of Class A common stock, par value $0.01 per share (“Common Stock”), of Bumble Inc. (the “Registrant”) issuable under the Bumble Inc. 2021 Omnibus Incentive
Plan (the “Plan”). These additional shares of Common Stock are additional securities of the same class as other securities for which an original registration statement (File No.
333-252965) on Form S-8 was filed with the Securities and Exchange
Commission (the “Commission”) on February 10, 2021 (the “Original Registration Statement”). These additional shares of Common Stock have become reserved for issuance as a result of the operation of the
“evergreen” provision of the Plan, which provides that the total number of shares subject to the Plan will be increased on the first day of each fiscal year pursuant to a specified formula.
Pursuant to General Instruction E to Form S-8, the contents of the Original Registration Statement are incorporated by
reference into this Registration Statement, except that the provisions contained in Part II thereof are modified as set forth in this Registration Statement.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:
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(a) |
The Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2024, filed with the Commission on February 28, 2025 (including the
information in Part III incorporated by reference from the Registrant’s Definitive Proxy Statement on Schedule 14A, as filed with the Commission on April
17, 2025); |
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(b) |
The Registrant’s Quarterly Reports on Form 10-Q for the fiscal
quarter ended March 31, 2025, filed with the Commission on May 12, 2025, the fiscal quarter ended
June 30, 2025, filed with the Commission on August 7, 2025 and the fiscal quarter ended
September 30, 2025, filed with the Commission on November 7, 2025; |
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(c) |
The Registrant’s Current Reports on Forms 8-K and 8-K/A filed with the Commission on January
17, 2025, February
28, 2025, February
28, 2025, June
6, 2025, June
25, 2025 and August 6, 2025 (excluding any portion of such reports that were furnished not filed
pursuant to Items 2.02 and 7.01, any furnished exhibit related to such information, and any other information that is furnished and not filed); and |
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(d) |
The description of the Registrant’s Common Stock contained in Exhibit 4.1 of the Registrant’s
Annual Report on Form 10-K for the fiscal year ended December
31, 2020, filed with the Commission on March 15, 2021. |
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date of filing of such documents (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form
8-K, unless expressly stated otherwise therein).
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed
or incorporated by reference as part of this Registration Statement:
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Number |
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Description of
Document |
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| 4.1 |
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Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current
Report on Form 8-K filed on February 16, 2021). |
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| 4.2 |
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Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form
8-K filed on February 16, 2021). |
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| 4.3 |
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Bumble Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on February 16, 2021). |
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| 5.1* |
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Opinion of Simpson Thacher & Bartlett LLP. |
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| 23.1* |
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Consent of Ernst & Young LLP. |
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| 23.2* |
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Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1). |
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| 24.1* |
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Power of Attorney (included in the signature pages to this Registration Statement). |
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| 107* |
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Filing Fee Table |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Aspen,
Colorado, on the 7th day of November, 2025.
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| BUMBLE INC. |
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| By: |
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/s/ Whitney Wolfe Herd |
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Name: |
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Whitney Wolfe Herd |
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Title: |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on
Form S-8 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, hereby constitute and appoint Whitney Wolfe Herd, Kevin D. Cook and Deirdre
Runnette, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments or supplements to this Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, and does hereby grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 7th day of November, 2025.
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| Signature |
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Title |
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| /s/ Whitney Wolfe Herd
Whitney Wolfe Herd |
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Chief Executive Officer and Director
(principal executive
officer) |
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| /s/ Kevin D. Cook
Kevin D. Cook |
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Chief Financial Officer
(principal financial officer) |
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| /s/ Amy Kossover
Amy Kossover |
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Chief Accounting Officer
(principal accounting officer) |
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| /s/ Ann Mather
Ann Mather |
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Chair of the Board of Directors |
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| /s/ R. Lynn Atchison
R. Lynn Atchison |
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Director |
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| /s/ Martin Brand
Martin Brand |
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Director |
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| /s/ Amy M. Griffin
Amy M. Griffin |
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Director |
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| /s/ Sissie L. Hsiao
Sissie L. Hsiao |
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Director |
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| /s/ Jonathan C. Korngold
Jonathan C. Korngold |
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Director |
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| /s/ Elisa A. Steele
Elisa A. Steele |
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Director |
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| /s/ Pamela A. Thomas-Graham
Pamela A. Thomas-Graham |
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Director |
