Form 8-K/A - Current report: [Amend]

BUMBLE INC.

Date: February 28, 2025

/s/ Elizabeth Monteleone

Elizabeth Monteleone

Chief Legal Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2025

Bumble Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40054

85-3604367

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


1105 West 41st Street, Austin, Texas		78756
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (512) 696-1409

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A Common Stock, par value $0.01 per share

BMBL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Explanatory Note

On January 17, 2025, Bumble Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the appointment of Whitney Wolfe Herd, the Company’s Founder and Executive Chair of the Board, to the role of the Company’s Chief Executive Officer, effective as of March 17, 2025. This Current Report on Form 8-K/A amends the Original 8-K to provide information required to be disclosed pursuant to Item 5.02 that had not been determined at the time of the filing of the Original 8-K, as provided by Instruction 2 to Item 5.02. No other changes have been made to the Original 8-K.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the appointment of Ms. Wolfe Herd, the Company’s Founder and Executive Chair of the Board, to the role of the Company’s Chief Executive Officer, effective as of March 17, 2025 (the “Effective Date”), Ms. Wolfe Herd entered into a letter agreement with the Company on February 28, 2025 (the “Agreement”). Pursuant to the Agreement and upon the Effective Date, Ms. Wolfe Herd will continue to (i) receive the same annual base salary as currently in effect, (ii) be eligible to receive an annual cash bonus in accordance with the Company’s bonus plan with a target bonus amount equal to 100% of Ms. Wolfe Herd’s annual base salary, and (iii) be eligible to participate in the Company’s employee benefit plans and programs available to senior executives. Ms. Wolfe Herd’s existing equity awards will also continue to vest in accordance with their terms. In addition, as soon as reasonably practicable following the Effective Date, Ms. Wolfe Herd is entitled to receive an equity grant comprised of restricted stock units with a grant date fair value of $9 million.

The Agreement supersedes the letter agreement entered into between Ms. Wolfe Herd and the Company in connection with Ms. Wolfe Herd’s transition to the Executive Chair role in January 2024.

The foregoing summary description of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 attached hereto and the terms of which are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

10.1		Letter Agreement, dated as of February 28, 2025, by and between Bumble Inc. and Whitney Wolfe Herd

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

February 28, 2025

Whitney Wolfe Herd

Re: Transition Letter: Chief Executive Officer

Dear Whitney,

This letter confirms the understanding between you and Bumble Inc. (the “Company”) regarding the transition of leadership that will take place on March 17, 2025 (the “Transition Date”).

As of the Transition Date, you will (i) cease serving as Executive Chair of the Company; and (ii) become Chief Executive Officer of the Company, with such duties and responsibilities commensurate with such role and otherwise as mutually agreed between you and the Board of Directors of the Company (the “Board”). You will report directly to the Board. In addition, you will remain a Class III Director on the Board, serving in accordance with the Company’s Bylaws. Your work will be performed in a manner substantially consistent with your prior tenure as Chief Executive Officer.

Your employment agreement dated January 29, 2020 (the “Employment Agreement”), shall remain in full force and effect except as modified by this letter and the schedules hereto (any breach by the Company of this letter, including such schedules, shall be deemed a breach of the Employment Agreement for purposes of Section 5(d)(iii)(D) thereof). Effective as of the Transition Date, the Transition Letter: Executive Chair addressed from the Company to you, dated December 23, 2023, shall be terminated and of no further force or effect; provided, that Schedule I thereto (and re-attached hereto as Schedule I) shall replace Schedule I to the Employment Agreement. Except as set forth in the preceding sentence, all agreements between you and the Company (or any of its affiliates) shall remain in full force and effect.

Your compensation for the Chief Executive Officer role will be effective on the Transition Date, as set forth below:

-Your base salary as currently in effect

-Your participation in the Company’s annual bonus plan, with a target bonus amount equal to 100% of your base salary (which shall be the “Target Bonus” for purposes of the Employment Agreement, and which shall apply on a non-prorated and non-blended basis for 2025), with actual bonuses based on the achievement of certain performance objectives as approved by the Company in its sole discretion

-Incentive awards previously awarded continue to vest in accordance with their terms

-As soon as reasonably practical following the Transition Date, you will receive an equity award with a value of $9M (100% RSUs).

Without limitation of your rights under Section 5(d)(iii) of the Employment Agreement, this arrangement will be reviewed annually at the same time of year as other senior executive reviews are completed at the Company.

In addition, without limitation of your rights under the Employment Agreement (including Section 4 thereof and Schedule II thereto), you will continue to be eligible to participate in the employee benefit plans and programs of the Company applicable to senior executives generally, as may be in effect from time to time.

For the avoidance of doubt and simply for illustrative and non-exhaustive purposes, the Company does not have any ownership or other claims to any intellectual property or other rights arising from the ideas, projects or businesses described in Schedule II hereto (“Separate Projects”). Notwithstanding anything herein to the contrary, nothing in this letter shall limit or otherwise modify your non-competition and other restrictive covenant obligations set forth in the Employment Agreement.

Thank you for your continued dedication and commitment to Bumble.

Sincerely,

Bumble Inc.


By:		/s/ Ann Mather
Name:		Ann Mather
Title:		Lead Independent Director
		of the Board of Directors, Bumble Inc.

Acknowledged and Agreed:

/s/ Whitney Wolfe Herd

Whitney Wolfe Herd

Date: February 28, 2025

Schedule I

Intentionally Omitted

Schedule II

Intentionally Omitted

Document and Entity Information	Jan. 13, 2025
Cover [Abstract]
Amendment Flag	true
Entity Central Index Key	0001830043
Document Type	8-K/A
Document Period End Date	Jan. 13, 2025
Entity Registrant Name	Bumble Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-40054
Entity Tax Identification Number	85-3604367
Entity Address, Address Line One	1105 West 41st Street
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78756
City Area Code	(512)
Local Phone Number	696-1409
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $0.01 per share
Trading Symbol	BMBL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Description	On January 17, 2025, Bumble Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the appointment of Whitney Wolfe Herd, the Company’s Founder and Executive Chair of the Board, to the role of the Company’s Chief Executive Officer, effective as of March 17, 2025. This Current Report on Form 8-K/A amends the Original 8-K to provide information required to be disclosed pursuant to Item 5.02 that had not been determined at the time of the filing of the Original 8-K, as provided by Instruction 2 to Item 5.02. No other changes have been made to the Original 8-K.