Form 8-K - Current report

false 0001830043 0001830043 2025-01-13 2025-01-13

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

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: [phone]

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. ☐

 

 

 

---

Item 2.02

Results of Operations and Financial Condition.

On January 17, 2025, in conjunction with the leadership transition matters described in Item 5.02 of this Current Report on Form 8-K (the “Report”), Bumble Inc. (the “Company”) issued a press release that includes certain estimated preliminary financial information for the three months ended December 31, 2024. A copy of the Company’s press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

The information included in the press release is based on the Company’s current estimates and expectations and remains subject to change and finalization based on management’s ongoing review of results of the quarter and completion of all year- and quarter-end close processes. The Company cautions investors that if the estimates, expectations or assumptions underlying the statements contained in the press release prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those expressed in, or implied by, these statements. Other factors that could cause actual results to differ materially from the statements contained in the press release are discussed under the captions “Cautionary Statement Regarding Forward-Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2024, as updated by the subsequent Form 10-Q and periodic filings with the SEC.

The Company has not reconciled the expected adjusted EBITDA range included in the press release to the most directly comparable measure calculated pursuant to generally accepted accounting principles in the United States because this cannot be done without unreasonable effort due to the unavailability at this time of certain adjustments, including in particular tax-related adjustments, which remain subject to finalization of the Company’s regular financial and accounting procedures.

 

Item 5.02

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

(b), (c), and (e)

On January 17, 2025, the Company announced that Whitney Wolfe Herd, the Company’s Founder and Executive Chair of the Company’s Board of Directors (the “Board”), will return to the role of the Company’s Chief Executive Officer, effective as of March 17, 2025 (the “Effective Date”), and remain a director on the Board at that time. Ms. Wolfe Herd previously served as the Company’s Chief Executive Officer from January 2020 to January 2024. The foregoing appointment was made following the Board’s receipt of a letter of resignation, dated January 13, 2025, from Lidiane Jones as the Company’s Chief Executive Officer and director on the Board, effective as of March 16, 2025. Ms. Jones will remain employed by the Company during a transition period ending April 13, 2025.

Ms. Jones’s decision to resign was not the result of any disagreement with the Company, the Company’s management or any member of the Board, or on any matter relating to the Company’s operations, policies, or practices. In connection with the foregoing transition matters, the Board also reduced the size of the Board to ten directors and appointed Ann Mather, currently the Lead Director of the Board, as Chair of the Board, in each case effective as of the Effective Date.

Biographical information about Ms. Wolfe Herd, age 35, can be found in the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Stockholders, filed with the SEC on April 19, 2024 (the “Proxy Statement”), under the heading “Proposal No. 1—Election of Directors—Class III—Directors Whose Term Expires in 2024,” which information is incorporated herein by reference. There are no arrangements or understandings between Ms. Wolfe Herd and any other person pursuant to which Ms. Wolfe Herd was selected to serve as our Chief Executive Officer. Ms. Wolfe Herd has no family relationship with any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than the transactions set forth in the Proxy Statement under the heading, “Transactions With Related Persons” as they relate to Ms. Wolfe Herd, which information is incorporated herein by reference. As of the date hereof, Ms. Wolfe Herd will not be appointed to any committees of the Board and, as an employee director, Ms. Wolfe Herd will not receive any additional compensation for her Board service.

---

The Company expects to approve new compensation terms for Ms. Wolfe Herd with respect to her position as the Company’s Chief Executive Officer at a later date, and will disclose the compensatory terms by an amendment to this Report.

---

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description of Exhibit
99.1		Press release of Bumble Inc. dated January 17, 2025
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.

 

				BUMBLE INC.
Date: January 17, 2025				By:		/s/ Elizabeth Monteleone
				Name:		Elizabeth Monteleone
				Title:		Chief Legal Officer

Exhibit 99.1

Bumble Inc. Announces Leadership Transition to Drive its Next Phase of Transformation

Founder and Executive Chair Whitney Wolfe Herd to Return as CEO,

Succeeding Lidiane Jones After Her Planned Departure in Mid-March 2025

January 17, 2025

AUSTIN, Texas– (BUSINESS WIRE)— Bumble Inc. (NASDAQ: BMBL) today announced that Founder and Executive Chair, Whitney Wolfe Herd, will become Chief Executive Officer, effective mid-March 2025. Wolfe Herd will succeed Lidiane Jones, who has resigned from her role for personal reasons. Jones will continue as CEO until the transition takes effect.

“I am deeply grateful for the transformative work Lidiane has led during such a pivotal time for Bumble, and her leadership has been instrumental in building a strong foundation for our future,” said Wolfe Herd. “As I step into the role of CEO, I’m energized and fully committed to Bumble’s success, our mission of creating meaningful, equitable relationships, and our opportunity ahead. We have exciting innovation ahead for Bumble in this bold new chapter.”

Jones said, “Bumble has made tremendous progress over the past year in building a platform for renewed, sustainable growth, and I will be forever proud of the work we’ve done for this beloved global brand. It has been an honor to serve Bumble’s stakeholders, and I will remain an enthusiastic supporter of Whitney and the Company, especially the outstanding team behind the brand.”

In connection with Wolfe Herd’s appointment as CEO, current Lead Director, Ann Mather, will become Chair of Bumble’s board of directors.

Mather commented, “On behalf of the Board, I want to thank Lidiane for her significant contributions. She has played a vital role in positioning Bumble to create long-term value as the team continues to transform the customer experience for new generations of people seeking connections and love. We are fortunate to have a passionate and engaged founder in Whitney to drive Bumble’s vision as the Company accelerates the execution of its strategy.”

The Company also announced that it expects to report fourth quarter 2024 total revenue and Bumble App revenue above the midpoints of the previously provided outlook ranges, respectively, and fourth quarter Adjusted EBITDA within the previously disclosed outlook range.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current views with respect to, among other things, statements related to changes in its senior leadership and its financial outlook for the fourth quarter 2024. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) as such factors may be updated from time to time in the Company’s periodic filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. Forward-looking statements included in this press release are made as of the date hereof, and Bumble Inc. does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances.

---

About Bumble Inc.

Bumble Inc. is the parent company of Bumble, Bumble for Friends, Badoo, Fruitz and Official. The Bumble platform enables people to build healthy and equitable relationships, through Kind Connections. Founded by CEO Whitney Wolfe Herd in 2014, Bumble was one of the first dating apps built with women at the center and connects people across dating (Bumble Date), friendship (Bumble For Friends) and professional networking (Bumble Bizz). Badoo, which was founded in 2006, is one of the pioneers of web and mobile dating products. Fruitz, founded in 2017, encourages open and honest communication of dating intentions through playful fruit metaphors. Official is an app for couples that promotes open and honest communication between partners and was founded in 2020.

For more information about Bumble, please visit www.bumble.com and follow @Bumble on social platforms.

Contacts

Investor Contact

[e-mail]

Media Contact

[e-mail]

Document and Entity Information	Jan. 13, 2025
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001830043
Document Type	8-K
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

---