BMBL

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How BMBL rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Bumble operates a family of apps, including Bumble, BFF, and Badoo.
Bumble app, launched in 2014, is one of the first dating apps built with women at the center.
Building on the BFF mode in Bumble app, in July 2023, we officially launched a standalone Bumble For Friends app, which we relaunched in September 2025 as BFF in the United States, our dedicated app for friend-finding, group connections and community-building.
Overview of Financial Results For the years ended December 31, 2025, 2024, and 2023, we generated: • Total Revenue of $965.7 million, $1,071.6 million and $1,051.8 million, respectively; • Bumble App Revenue of $783.0 million, $866.3 million, and $844.8 million, respectively; • Badoo App and Other Revenue of $182.6 million, $205.4 million, and $207.1 million, respectively; • Net loss of $895.3 million, or (92.7)% of revenue, which included a $1,039.0 million impairment loss, $768.4 million, or (71.7)% of revenue, which included an $892.2 million impairment loss, and $1.9 million, or (0.2)% of revenue, respectively; • Adjusted EBITDA of $313.6 million, $304.1 million and $275.6 million, respectively, representing Adjusted EBITDA margins of 32.5%, 28.4% and 26.2%, respectively; • Net cash provided by operating activities of $250.4 million, $123.4 million and $182.1 million, respectively; and • Free cash flow of $238.7 million, $114.1 million and $167.2 million, respectively, representing free cash flow conversion of 76.1%, 37.5% and 60.7%, respectively.
The following metrics were calculated excluding paying users and revenue generated from Official, advertising and partnerships or affiliates.
For periods prior to the fourth quarter of 2023, our key operating metrics exclude paying users and revenue generated from Fruitz; beginning in the fourth quarter of 2023, they include Fruitz through July 2025, when the business was sold.
Although the Bumble For Friends app was relaunched as BFF in the United States in September 2025, the Company continues to generate revenue from the legacy Bumble For Friends app.
As of December 31, 2025, the BFF app has not generated any revenue and therefore is excluded from our key operating metrics.
(in thousands, except ARPPU) Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Bumble App Paying Users 2,434.4 2,807.3 2,517.4 Badoo App and Other Paying Users 1,237.7 1,342.0 1,203.3 Total Paying Users 3,672.1 4,149.3 3,720.7 Bumble App Average Revenue per Paying User $ 26.80 $ 25.72 $ 27.97 Badoo App and Other Average Revenue per Paying User $ 11.48 $ 11.85 $ 12.70 Total Average Revenue per Paying User $ 21.64 $ 21.23 $ 23.03 Key Factors Affecting our Performance Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Part I, “Item 1A—Risk Factors.” Growth Strategy As previously disclosed, we have implemented a new strategy and transformation plan intended to deliver durable member value and drive long-term sustainable revenue.
As part of this strategy, we have focused on fostering a vibrant and healthy membership base, improving the member experience through product innovation, including modernizing our technology and increased use of artificial intelligence in our products and in the optimization of our operations.
To align with these priorities, we have (a) strategically shifted away from paid member acquisition in favor of brand and organic investment and (b) limited performance marketing to targeted usage aimed at acquiring quality members who we believe will be additive to the health of our membership base.
As we address these areas of focus, our member growth and success in attracting new members, member engagement and monetization may be negatively impacted.
In addition, efforts to improve the health of our membership base, including trust and safety initiatives, such as the removal of bad actors from our apps, and strategically reducing paid performance marketing for member acquisition, have recently and may continue to adversely affect revenue and paying users in the short term.
See also “If we fail to retain existing members or add new members, or if our members decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” in this Annual Report on Form 10-K.
Growth in Monetization Our apps monetize via a freemium model where the use of our service is free and a subset of our members pay for subscriptions or in-app purchases to access premium features.
We acquire new members through investments in our brand, supported by strategic use of marketing and word of mouth from existing members and others.
We convert these members to Paying Users by introducing premium features which maximize the probability of developing meaningful connections and improving their experience.
In 2025, we have experienced declines in paying users and revenue, which may limit near-term revenue growth and increase our reliance on a combination of future paying user growth, improvements in ARPPU, and monetization efficiency.
If paying users decline or ARPPU does not increase as expected, our revenue, results of operations and financial condition could be adversely affected.
As we introduce Bumble app or BFF app to new markets throughout Europe, Asia, and Latin America, we can leverage the local insights and scale of Badoo app’s existing global footprint to efficiently enter new markets.
Badoo app and BFF app can also leverage Bumble’s marketing expertise and strength in North America to support growth in that market.
Expanding into new geographies and in existing geographies will require increased investment in marketing, as well as localization of product features and services.
Potential risks to our expansion into new geographies and in existing geographies will include ongoing compliance with evolving foreign laws and local regulatory requirements.
As we expand into certain new geographies, we may see an increase in members who prefer to access premium features through our in-app purchase options rather than through our subscription packages which could impact our ARPPU.
We expect to continue to invest in technology and product innovation to drive growth while improving margins over the long term.
Key investment areas for our platform include artificial intelligence capabilities, including improving our matching and content moderation technologies; features that enhance trust and safety on our platform; new offerings that enhance member engagement and retention; marketing, and personalization capabilities; and new subscription and consumable offerings to drive incremental value to Paying Users.
Seasonality We experience seasonality in member growth, member engagement, Paying User growth, and monetization on our platform.
Macroeconomic Conditions Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary and trade policy, including the introduction of higher tariffs by the U.S. government, inflationary pressures that may affect consumer spending, and fluctuations in foreign currency exchange rates, have impacted and may continue to impact our results of operations, as well as our members who face greater pressure on disposable income.
For additional information, see Part I, “Item 1A―Risk Factors—General Risk Factors—We are exposed to changes in the global macroeconomic environment beyond our control, which may adversely affect consumer discretionary spending, demand for our products and services, our expenses and our ability to execute strategic plans” of this Annual Report on Form 10-K.
Share Repurchase Program We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions.
During the year ended December 31, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations.
As of December 31, 2025, all treasury shares were retired.
As of December 31, 2025, a total of $ 50.1 million remains available for repurchase under the repurchase program.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Share Repurchase Program , Note 14, Shareholders’ Equity—Share Repurchase Program and Note 18, Related Party Transactions—Share Repurchase , to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Tax Receivable Agreement In connection with certain reorganization transactions and our IPO, we entered into a tax receivable agreement with certain of our pre-IPO owners that provided for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realized, or was deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement.
On November 5, 2025, we entered into Amendment No. 1 to the tax receivable agreement (the “TRA Amendment”) with Blackstone, the Founder of the Company and certain other pre-IPO owners.
The TRA Amendment provided for one-time settlement payments of approximately $ 186.0 million as consideration for the complete and full termination of the Company’s payment obligations and the relinquishing of all TRA parties' payment rights under the tax receivable agreement (the “TRA Buyout”).
Immediately prior to the TRA Amendment, Blackstone elected to exchange all of its Common Units for the Company's Class A common stock.
We made cash settlement payments of $185.7 million to Blackstone, the Founder and certain other pre-IPO owners in connection with the TRA Buyout.
Also see Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement , to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

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Gone since FY2024

In 2024, Bumble operated a family of apps, including Bumble, Bumble For Friends, Badoo, Geneva, Fruitz and Official.
Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move.
Building on the BFF mode in Bumble app, in July 2023 we officially launched a standalone Bumble For Friends app.
Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections.
In July 2024, we acquired Geneva, through which we aim to expand the Bumble For Friends experience from one-to-one connections to groups and communities to serve the many ways people seek friendships.
As part of our strategic priorities, we decided to discontinue the Fruitz and Official apps, which we expect to be completed in the first half of 2025.
Overview of Financial Results For the years ended December 31, 2024, 2023 and 2022, we generated: • Total Revenue of $1,071.6 million, $1,051.8 million and $903.5 million, respectively; • Bumble App Revenue of $866.3 million, $844.8 million and $694.3 million, respectively; • Badoo App and Other Revenue of $205.4 million, $207.1 million and $209.2 million, respectively; • Net loss of $768.4 million, which includes $892.2 million of non-cash impairment charges, $1.9 million and $114.1 million, respectively, representing net loss margins of 71.7%, 0.2% and 12.6%, respectively; • Adjusted EBITDA of $304.1 million, $275.6 million and $226.9 million, respectively, representing Adjusted EBITDA margins of 28.4%, 26.2% and 25.1%, respectively; • Net cash provided by operating activities of $123.4 million, $182.1 million and $132.9 million, respectively; and • Free cash flow of $114.1 million, $167.2 million and $116.6 million, respectively, representing free cash flow conversion of 37.5%, 60.7% and 51.4%, respectively.
The following metrics were calculated excluding paying users and revenue generated from Official, advertising and partnerships or affiliates and, for periods prior to the fourth quarter of 2023, excluding paying users and revenue generated from Fruitz.
Beginning in the fourth quarter of 2023, paying users and revenue generated from Fruitz are included in our key operating metrics.
As of December 31, 2024, Geneva has not generated any revenue, and therefore, is excluded from our key operating metrics.
(in thousands, except ARPPU) Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Bumble App Paying Users 2,807.3 2,517.4 2,002.2 Badoo App and Other Paying Users 1,342.0 1,203.3 1,179.7 Total Paying Users 4,149.3 3,720.7 3,181.9 Bumble App Average Revenue per Paying User $ 25.72 $ 27.97 $ 28.90 Badoo App and Other Average Revenue per Paying User $ 11.85 $ 12.70 $ 13.06 Total Average Revenue per Paying User $ 21.23 $ 23.03 $ 23.03 Key Factors Affecting our Performance Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Part I, “Item 1A—Risk Factors.” Growth Strategy As previously disclosed, we are in the process of implementing a new strategy and transformation plan intended to deliver durable customer value and drive long-term sustainable revenue.
As part of this new strategy, we are focusing on fostering a vibrant and healthy customer ecosystem, improving the customer experience through product innovation and optimization of operations, and evolving our revenue strategy to ensure we deliver value at every step of our customers’ journey through a rebalancing of Bumble app subscription tiers, among other things.
As we address these areas of focus, our user growth and success in attracting new users, user engagement and monetization may be negatively impacted.
In addition, efforts to improve the health of our ecosystem, including the removal of bad actors from our apps and changes to our user acquisition strategy, may adversely affect revenue and paying users in the short term.
See also “If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” in this Annual Report on Form 10-K.
Growth in Monetization Our apps monetize via a freemium model where the use of our service is free and a subset of our users pay for subscriptions or in-app purchases to access premium features.
We acquire new users through investments in marketing and brand as well as through word of mouth from existing users and others.
We convert these users to Paying Users by introducing premium features which maximize the probability of developing meaningful connections and improving their experience.
To the extent our ARPPU declines, our revenue growth will become increasingly dependent on our ability to increase our Paying Users.
As we introduce Bumble app to new markets throughout Europe, Asia, and Latin America we can leverage the local insights, scale, and infrastructure of Badoo app’s existing global footprint to efficiently enter new markets.
Badoo app can also leverage Bumble’s marketing expertise and strength in North America to support growth in that market.
Expanding into new geographies will require increased costs related to marketing, as well as localization of product features and services.
Potential risks to our expansion into new geographies will include competition and compliance with foreign laws and regulations.
As we expand into certain new geographies, we may see an increase in users who prefer to access premium features through our in-app purchase options rather than through our subscription packages which could impact our ARPPU.
We expect to continue to invest in technology, marketing and product innovation to drive growth while improving margins over the long term.
Key investment areas for our platform include artificial intelligence capabilities, including improving our matching and content moderation technologies; features that enhance trust and safety on our platform; new offerings that enhance user engagement and retention; marketing, and personalization capabilities; and new subscription and consumable offerings to drive incremental value to Paying Users.
Seasonality We experience seasonality in user growth, user engagement, Paying User growth, and monetization on our platform.
Macroeconomic Conditions Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary and trade policy, including the newly introduced tariffs by the current presidential administration in the U.S., and fluctuations in foreign currency exchange rates have impacted and may continue to impact our results of operations, as well as our consumers who face greater pressure on disposable income.
For additional information, see Part I, “Item 1A―Risk Factors—General Risk Factors—We are exposed to changes in the global macroeconomic environment beyond our control, which may adversely affect consumer discretionary spending, demand for our products and services, our expenses and our ability to execute strategic plans” of this Annual Report on Form 10-K. 2024 Restructuring Plan On February 27, 2024, the Company announced that it adopted a restructuring plan (the “2024 Restructuring Plan”) to reduce its global workforce by approximately 350 roles to better align its operating model with future strategic priorities and to drive stronger operating leverage.
The 2024 Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges, consisting primarily of employee severance, benefits, and related charges for impacted employees.
For additional information, see Note 9, Restructuring Charges , included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Share Repurchase Program In May 2023, we announced that our Board of Directors approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions.
We announced increases in the share repurchase program authorized amount from $150.0 million to $300.0 million in November 2023 and from $300.0 million to $450.0 million in May 2024.
As of December 31, 2024, a total of $78.8 million remained available for repurchase under the repurchase program.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Share Repurchase Program , Note 13, Shareholders' Equity—Share Repurchase Program and Note 17, Related Party Transactions—Share Repurchase , included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Tax Receivable Agreement In connection with certain reorganization transactions and our IPO, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement.
The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are dependent upon future taxable income.
We have recorded a tax receivable agreement liability to related parties of $416.7 million related to these benefits as of December 31, 2024 of which $15.8 million was included in “Accrued expenses and other current liabilities.” To the extent that we determine that we are able to realize the tax benefits associated with the basis adjustments and net operating loss carryforwards, we would record an additional liability of $286.3 million for a total liability of $703.0 million.
If, in the future, we are not able to utilize the Common Basis, we would record a reduction in the tax receivable agreement liability to related parties that would result in a benefit recorded within our consolidated statements of operations.
During the year ended December 31, 2024, our tax receivable agreement liability decreased by a net $13.5 million due to the following: (1) a $23.1 million decrease from tax receivable agreement payments made during the first quarter of 2024, (2) an increase of $3.4 million, primarily due to the effects of the repurchase of Common Units in Bumble Holdings from Blackstone entities completed in the first quarter of 2024 and the effects of the repurchase of Common Units in Bumble Holdings from Bumble during 2024, the proceeds from which were used to fund Class A common stock repurchases during 2024 and (3) an increase of $6.2 million for amounts recorded in “Accrued expenses and other current liabilities” for the partial realization of tax benefits related to basis adjustments and net operating loss carryforwards.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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