STOCK TITAN

Bumble signs merger at $6.05 cash per Class A share

(Moderate)

Sentiment and the balance of points

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Bumble Inc. entered into a merger agreement on October 12, 2026, under which Oak Merger Sub 1, Inc. would merge into Bumble, which would survive as a wholly owned subsidiary of Ithaca Holdco, Inc. Subject to the agreement’s terms and conditions, each Class A share outstanding immediately before the Effective Time, other than certain excluded shares, would convert into the right to receive $6.05 per share in cash, without interest; each eligible Class B share would convert into the right to receive $0.000001 per share in cash, without interest. Eligible Opco common units would receive cash equal to the excess of those per-share amounts.

On October 12, the BX Buzz ML-1, ML-2, ML-3, ML-4, ML-5, ML-6 and ML-7 Holdco entities, Whitney Wolfe Herd and certain affiliates executed written consent approving the agreement; together, they represent more than a majority of voting power. The reporting persons and Wolfe Herd and her affiliates may be deemed to beneficially own 38,524,694 Class A shares, or 25.1%; the reported aggregate excludes shares related to Incentive Units. The Forward Transactions terminated October 13, 2026: the final calculation-period sales price was $3.5923 per share, and 2,763,510 pledged shares were released and delivered to Dealer. As of October 13, 2026, 15,901,210 Class A shares were pledged, and outstanding principal under the Margin Loan Agreements was approximately $9,387,932.70.

Filing Explained

Bumble’s Schedule 13D amendment reports Blackstone Inc.’s beneficial ownership as 15,901,210 Class A shares (12% of the class), and reports that same share count pledged under the Margin Loan Agreements as of October 13, 2026.

Class A merger consideration $6.05 per share Cash consideration at the Effective Time, without interest
Class B merger consideration $0.000001 per share Cash consideration at the Effective Time, without interest
Class A shares outstanding 131,968,314 shares As of July 31, 2026; used to calculate beneficial-ownership percentages
Group deemed beneficial ownership 38,524,694 shares; 25.1% Reporting persons and Whitney Wolfe Herd and her affiliates; excludes shares related to Incentive Units
Class A shares pledged 15,901,210 shares As of October 13, 2026
Outstanding principal under Margin Loan Agreements Approximately $9,387,932.70 As of October 13, 2026
Final Forward Transactions calculation-period sales price $3.5923 per share Final calculation period ended October 13, 2026
Pledged shares delivered to Dealer 2,763,510 shares Released from pledge and delivered in settlement on October 13, 2026
Effective Time technical
"at the effective time of the Corporate Merger (the “Effective Time”)"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Opco Common Units financial
"each common unit of Opco (the “Opco Common Units”)"
Forward Transactions financial
"On October 13, 2026, the Forward Transactions terminated"
A forward transaction is a private agreement to buy or sell an asset at a specified price on a future date, locking in terms now for delivery and payment later. Investors care because it lets them lock in prices to reduce uncertainty or speculate on future moves—like agreeing today to buy a house months from now at a fixed price—so it can protect profits or increase risk depending on market changes.
Margin Loan Agreements financial
"outstanding principal loan amount under the Margin Loan Agreements"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What cash consideration does the BMBL merger agreement provide?

Subject to the agreement’s terms and conditions, each Class A share outstanding immediately before the Effective Time, other than certain excluded shares, would convert into the right to receive $6.05 per share in cash, without interest. Each eligible Class B share would receive $0.000001 per share in cash, without interest, and eligible Opco common units would receive cash equal to the excess of those per-share amounts.

How many BMBL shares may the reporting group beneficially own?

The reporting persons and Whitney Wolfe Herd and her affiliates may be deemed to beneficially own 38,524,694 Class A shares, or 25.1%. The reported aggregate excludes shares related to Incentive Units.

What happened to BMBL’s Forward Transactions?

The Forward Transactions terminated on October 13, 2026, and the hedging period for the final calculation period ended. Its sales price was determined to be $3.5923 per share; 2,763,510 shares pledged by the Stockholders were released from the pledge and delivered to Dealer in settlement.

How much BMBL stock did Blackstone Inc. report beneficially owning?

Blackstone Inc. reported beneficial ownership of 15,901,210 Class A shares, or 12.0% of the class.

What were BMBL’s pledged shares and margin-loan principal?

As of October 13, 2026, 15,901,210 Class A shares were pledged, and outstanding principal under the Margin Loan Agreements was approximately $9,387,932.70.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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12047B105

(CUSIP Number)
John G. Finley
Blackstone Inc., 345 Park Avenue
New York, NY, 10154
(212) 583-5000


Joshua Ford Bonnie
Simpson Thacher & Bartlett LLP, 900 G Street, N.W.
Washington, DC, 20001
(202) 636-5500


William R. Golden III
Simpson Thacher & Bartlett LLP, 900 G Street, N.W.
Washington, DC, 20001
(202) 636-5500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
10/12/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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BX Buzz ML-1 Holdco L.P.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-2 Holdco L.P.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-3 Holdco L.P.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-4 Holdco L.P.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-5 Holdco L.P.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-6 Holdco L.P.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-7 Holdco L.P.
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-1 GP LLC
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-2 GP LLC
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-3 GP LLC
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-4 GP LLC
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-5 GP LLC
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-6 GP LLC
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
BX Buzz ML-7 GP LLC
Signature:/s/ Robert Brooks
Name/Title:Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:10/14/2026
Blackstone Buzz Holdings L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James, Authorized Person, See Exhibit 99.1
Date:10/14/2026
Blackstone Tactical Opportunities Fund-FD L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James, Authorized Person, See Exhibit 99.1
Date:10/14/2026
Blackstone Family Investment Partnership-Growth ESC L.P.
Signature:/s/ Christopher Striano
Name/Title:Christopher Striano, Chief Financial Officer, See Exhibit 99.1
Date:10/14/2026
BCP Buzz Holdings L.P.
Signature:/s/ Christopher Striano
Name/Title:Christopher Striano, Chief Operating Officer of Global Finance, See Exhibit 99.1
Date:10/14/2026
BTO Buzz Holdings II L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James, Authorized Person, See Exhibit 99.1
Date:10/14/2026
BXG Buzz Holdings L.P.
Signature:/s/ Christopher Striano
Name/Title:Christopher Striano, Chief Financial Officer, See Exhibit 99.1
Date:10/14/2026
BSOF Buzz Aggregator L.L.C.
Signature:/s/ Stephen O'Connor
Name/Title:Stephen O'Connor, Authorized Person, See Exhibit 99.1
Date:10/14/2026
BTO Holdings Manager-NQ L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James, Authorized Person, See Exhibit 99.1
Date:10/14/2026
Blackstone Tactical Opportunities Associates-NQ L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James, Authorized Person, See Exhibit 99.1
Date:10/14/2026
BTOA-NQ L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James, Authorized Person, See Exhibit 99.1
Date:10/14/2026
Blackstone Tactical Opportunities Associates III-NQ L.P.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James, Authorized Person, See Exhibit 99.1
Date:10/14/2026
BTO DE GP-NQ L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James, Authorized Person, See Exhibit 99.1
Date:10/14/2026
BXG Side-by-Side GP L.L.C.
Signature:/s/ Christopher Striano
Name/Title:Christopher Striano, Chief Financial Officer, See Exhibit 99.1
Date:10/14/2026
BXG Holdings Manager L.L.C.
Signature:/s/ Christopher Striano
Name/Title:Christopher Striano, Chief Financial Officer, See Exhibit 99.1
Date:10/14/2026
Blackstone Growth Associates L.P.
Signature:/s/ Christopher Striano
Name/Title:Christopher Striano, Chief Financial Officer, See Exhibit 99.1
Date:10/14/2026
BXGA L.L.C.
Signature:/s/ Christopher Striano
Name/Title:Christopher Striano, Chief Financial Officer, See Exhibit 99.1
Date:10/14/2026
Blackstone Strategic Opportunity Associates L.L.C.
Signature:/s/ Stephen O'Connor
Name/Title:Stephen O'Connor, Authorized Person, See Exhibit 99.1
Date:10/14/2026
BCP VII Holdings Manager - NQ L.L.C.
Signature:/s/ Christopher Striano
Name/Title:Christopher Striano, Chief Operating Officer of Global Finance, See Exhibit 99.1
Date:10/14/2026
Blackstone Management Associates VII NQ L.L.C.
Signature:/s/ Christopher Striano
Name/Title:Christopher Striano, Chief Operating Officer of Global Finance, See Exhibit 99.1
Date:10/14/2026
BMA VII NQ L.L.C.
Signature:/s/ Christopher Striano
Name/Title:Christopher Striano, Chief Operating Officer of Global Finance, See Exhibit 99.1
Date:10/14/2026
Blackstone Holdings II L.P.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, Managing Director -Assistant Secretary, See Exhibit 99.1
Date:10/14/2026
Blackstone Holdings I/II GP L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:10/14/2026
BTO Holdings Manager L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James, Authorized Person, See Exhibit 99.1
Date:10/14/2026
Blackstone Tactical Opportunities Associates L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James, Authorized Person, See Exhibit 99.1
Date:10/14/2026
BTOA L.L.C.
Signature:/s/ Christopher J. James
Name/Title:Christopher J. James, Authorized Person, See Exhibit 99.1
Date:10/14/2026
Blackstone Holdings III L.P.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:10/14/2026
Blackstone Holdings III GP L.P.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:10/14/2026
Blackstone Holdings III GP Management L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:10/14/2026
Blackstone Inc.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:10/14/2026
Blackstone Group Management L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:10/14/2026
Stephen A. Schwarzman
Signature:/s/ Stephen A. Schwarzman
Name/Title:Stephen A. Schwarzman
Date:10/14/2026

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