SEC Form DEF 14A filed by Bumble Inc.

Dear Stockholders,

On behalf of the Board of Directors, our executive leadership team, and employees worldwide, thank you for your investment in Bumble Inc. We are pleased to invite you to our 2025 Annual Meeting of Stockholders on Thursday, June 5, 2025, at 12 p.m. Eastern Time. The meeting will be held virtually, and we encourage you to join us at www.virtualshareholdermeeting.com/BMBL2025.

As Bumble’s Founder and CEO, I return with a renewed sense of purpose and a clear vision for the future. The way people connect and fall in love is evolving, and we are rising to the challenge with boldness, innovation, and an unwavering commitment to our mission. I’m incredibly proud of our team’s dedication to our members and products, and am honored to lead us into this next chapter.

2024 was a transformational year of strategic advancements, product innovation, and foundational work to strengthen our team and how we operate to drive success. As we continue this transformation, we are putting our members at the center of everything we do – strengthening our ecosystem, driving innovation, enhancing our revenue strategy, and rebuilding trust through new safety features. Moving forward, we are redesigning our apps, redefining the experience – making it safer, more joyful, and more intentional. Our focus is on rekindling the magic of Bumble, setting a new standard for modern relationships, and ensuring we create products that people truly love.

With a deepened commitment to member experience and safety, we believe 2025 will be a year in which we sharpen our focus, build on our foundation, and deliver innovation that will position Bumble Inc. for long-term success.

Bumble was built to be different – to care deeply. Now, we’re making it better than ever. Thank you for your continued confidence in Bumble Inc.

		Sincerely,
		Whitney Wolfe Herd Founder & CEO

Notice of Annual Meeting of Stockholders

How to Vote

VOTE IN ADVANCE OF THE MEETING

		By Internet
		● Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week.   ● You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.
		By Telephone
		● From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week.   ● You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card in order to vote by telephone.
		By Mail
		● If you have not already received a proxy card, you may request a proxy card from us by following the instructions on your Notice of Internet Availability of Proxy Materials.   ● Mark your selections on the proxy card.   ● Date and sign your name exactly as it appears on your proxy card.   ● Mail the proxy card in the enclosed postage-paid envelope provided to you.
VOTE ONLINE DURING THE MEETING
		By Internet
		● See page 8 of this Proxy Statement for details on voting your shares online during the Annual Meeting at www.virtualshareholdermeeting.com/BMBL2025.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

This notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 17, 2025.

By Order of the Board of Directors,

DEIRDRE RUNNETTE

Secretary

April 17, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 5, 2025: This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 are available free of charge at proxyvote.com or our investor relations website at https://ir.bumble.com. A list of stockholders of record at the close of business on April 7, 2025 will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 1105 West 41st Street, Austin, TX 78756, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/BMBL2025.

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

Table of Contents

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

References in this Proxy Statement to (i) “we,” “us,” “our,” “ours,” “Bumble,” and the “Company” refer to Bumble Inc. and its consolidated subsidiaries and (ii) “stockholders” refers to holders of our Class A common stock and Class B common stock unless the context requires otherwise.

Voting Agenda/Voting Matters

		1

PROXY SUMMARY

Board and Leadership Highlights

		3

PROXY SUMMARY

NEOs and Compensation Highlights

EXECUTIVE COMPENSATION HIGHLIGHTS

Last year, we offered our stockholders an opportunity to cast advisory votes on the approval of the compensation of our named executive officers, and we were pleased that approximately 99.8% of the votes cast on the advisory “Say on Pay” proposal at last year’s meeting were voted in favor of our executive compensation program. The following discussion summarizes the significant elements of our executive pay program for fiscal year 2024. For additional information on 2024 executive compensation, please refer to the Compensation Discussion and Analysis, beginning on page 39.

Compensation Elements

The compensation of our named executive officers includes three main components: (i) base salary; (ii) short-term incentives (“STI”), consisting of an annual cash bonus based on four performance metrics (revenue, adjusted EBITDA margin, total paying users and individual performance); and (iii) long-term equity incentives, consisting of stock options and restricted stock units (“RSUs”).

Compensation Philosophy, Policies and Practices

It is Bumble’s philosophy that compensation should be performance-focused, market-competitive, simple, transparent and aligned to our values. In setting executive compensation, the Compensation Committee considers the pay programs of a peer group of 18 similarly-sized companies in the consumer technology and software industries. Our pay policies and practices reflect Bumble’s compensation philosophy.

Why am I being provided with these materials?

We are providing this proxy statement (the “Proxy Statement”) to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Bumble Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on June 5, 2025 (the “Annual Meeting”) and at any postponements or adjournments of the Annual Meeting. We either (1) mailed you a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) notifying each stockholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (referred to as the “Proxy Materials”) or (2) mailed you a paper copy of the Proxy Materials and a proxy card in paper format. If you have not received, but would like to receive, a paper copy of the Proxy Materials and a proxy card in paper format, you should follow the instructions for requesting such materials contained in the Notice of Internet Availability.

What am I voting on?

There are three proposals scheduled to be voted on at the Annual Meeting:

Who is entitled to vote?

Stockholders as of the close of business on April 7, 2025 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, there were 103,230,596 shares of our Class A common stock and 20 shares of our Class B common stock outstanding.

In general, holders of shares of our Class A common stock are entitled to one vote for each share of Class A common stock held as of the Record Date and holders of our Class B common stock are entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each Common Unit (as defined below) of Buzz Holdings L.P., a Delaware limited partnership (“Bumble Holdings”), held as of the Record Date.

This includes shares:

Notwithstanding the foregoing, unless they elect otherwise, each of certain affiliates of Whitney Wolfe Herd, our Founder and Chief Executive Officer, and affiliates of Blackstone Inc. (“Blackstone” or “our Sponsor”), to whom we refer collectively as our “Principal Stockholders”, have outsized voting rights as follows. Each Principal Stockholder that holds Class A common stock is entitled to ten votes for each share of Class A common stock held as of the Record Date and each Principal Stockholder that holds Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units (as defined below) (including Common Units issued upon conversion of vested Incentive Units (as defined below)) of Bumble Holdings held by such Principal Stockholder as of the Record Date.

		5

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

“Class B Units” refers to the interests in Bumble Holdings called “Class B Units” that were outstanding prior to the Reclassification.

“Common Units” refers to the new class of units of Bumble Holdings created by the Reclassification and does not include Incentive Units.

“Incentive Units” refers to the new class of units of Bumble Holdings created by the reclassification of the Class B Units in the Reclassification. The Incentive Units are “profit interests” having economic characteristics similar to stock appreciation rights and having the right to share in any equity value of Bumble Holdings above specified participation thresholds. Vested Incentive Units may be converted to Common Units and be subsequently exchanged for shares of Class A common stock.

“IPO” refers to our initial public offering of Class A common stock, which was completed on February 16, 2021.

“Reclassification” refers to the reclassification of the limited partnership interests of Bumble Holdings in connection with the IPO pursuant to which certain outstanding Class A units were reclassified into a new class of limited partnership interests that we refer to as “Common Units” and certain outstanding Class B Units were reclassified into a new class of limited partnership interests that we refer to as “Incentive Units.”

What constitutes a quorum?

The presence in person or by proxy of stockholders holding a majority in voting power of the issued and outstanding shares of capital stock entitled to vote at the Annual Meeting constitutes a quorum for the Annual Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum.

How many votes are required to approve each proposal?

Under our Amended and Restated Bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, even if less than a majority, will be elected. There is no cumulative voting.

Under our Bylaws, the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025 (Proposal No. 2) requires the vote of the holders of a majority of the voting power of the shares of capital stock present in person or represented by proxy and entitled to vote on the subject matter at the Annual Meeting. It is important to note that the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025 (Proposal No. 2) is non-binding and advisory. While the ratification of Ernst & Young LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise, if our stockholders fail to ratify the selection, we will consider it notice to the Board and the Audit and Risk Committee to consider the selection of a different firm.

The non-binding advisory approval of the compensation of our named executive officers (Proposal No. 3) requires the vote of the holders of a majority of the voting power of the shares of capital stock present in person or by proxy and entitled to vote on the subject matter at the Annual Meeting. Although, as an advisory vote, this proposal is not binding upon the Company or the Board, the Board will carefully consider the stockholder vote on this matter, along with all other expressions of stockholder views it receives on specific policies and desirable actions.

Ms. Wolfe Herd and Blackstone have informed the Company that they intend to vote in favor of the director nominees named in this Proxy Statement (Proposal No. 1), and in favor of Proposal Nos. 2 and 3. Because of their collective voting power, these nominees are assured election, and Proposal Nos. 2 and 3 are assured passage.

What is a “broker non-vote”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

broker lacks the authority to vote the shares at its discretion. Under current Nasdaq listing rules, Proposal No. 1 and Proposal No. 3 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on these proposals. Only Proposal No. 2 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

How are votes counted?

With respect to the election of directors (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “WITHHELD” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 2), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions are counted as a vote “AGAINST” this proposal. There are no broker non-votes with respect to Proposal No. 2, as brokers are permitted to exercise discretion to vote uninstructed shares on this proposal.

With respect to the advisory (non-binding) vote to approve named executive officer compensation (Proposal No. 3), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions are counted as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of Proposal No. 3.

If you sign and submit your proxy card without providing voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to each of the Proposals.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

Who will count the vote?

Our independent inspector of elections, Broadridge Financial Services, Inc. (“Broadridge”) will tabulate votes cast by proxy or electronically during the meeting. We will report the final voting results in a Form 8-K filed with the Securities and Exchange Commission (“SEC”) within four business days after the Annual Meeting.

How do I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

		7

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on June 4, 2025, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than June 4, 2025.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

How do I attend and vote my shares at the Virtual Annual Meeting?

This year’s Annual Meeting will be a completely “virtual” meeting of stockholders. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/BMBL2025. If you virtually attend the Annual Meeting you can vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/BMBL2025. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The Annual Meeting will be held in a virtual-only meeting format and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will facilitate full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

How do I vote online during the Annual Meeting?

Whether you are a stockholder of record, or you hold your shares through a broker, bank or other nominee (also referred to as holding your shares in “street name”), you may vote your shares by attending the Annual Meeting online and following the on-screen voting instructions. You will need the 16-digit number that is included in your proxy card or the instructions that accompanied your proxy materials in order to enter the Annual Meeting and to vote during the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

If you encounter any technical difficulties with the virtual meeting website on the meeting day, please call the technical support number that will be posted on the virtual meeting log in page. Technical support will be available starting at 11:45 a.m. Eastern Time on Thursday, June 5 and until the meeting has finished.

What does it mean if I receive more than one Notice of Internet Availability or proxy card on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please vote once for each Notice of Internet Availability or proxy card you receive.

May I change my vote or revoke my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy, the named proxies will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees of the Company (for no additional compensation) in person or by telephone, e-mail or facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

What is “householding” and how does it affect me?

SEC rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single copy of the Notice of Internet Availability (or a single set of Proxy Materials, if you requested a printed copy) addressed to those stockholders. This process, which is commonly referred to as “householding”, reduces printing costs and postage fees and helps protect the environment as well. Some brokers household materials, delivering a single Notice of Internet Availability or, if applicable, a single set of Proxy Materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of the Notice of Internet Availability or, if applicable, a separate set of Proxy Materials, or if you are receiving duplicate copies of these materials and wish to have householding apply, please notify your broker. You may also call Broadridge at (866) 540-7095 or write to: Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717, and include your name, the name of your broker or other nominee, and your account number(s). You can also request prompt delivery of a copy of the Notice of Internet Availability or, if applicable, a set of Proxy Materials by contacting Bumble Investor Relations at [email protected].

What is the mailing address of the Company’s principal executive offices?

Our mailing address is 1105 West 41st Street, Austin, TX 78756.

Our Board of Directors directs and oversees the management of our business and affairs and has three standing committees: the Audit and Risk Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition, from time to time, the Board of Directors, in its discretion, establishes special committees for specific purposes.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and Nasdaq Stock Market (“Nasdaq”) rules, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a material relationship with us or any of our subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with us or any of our subsidiaries).

Our Corporate Governance Guidelines define an “independent” director in accordance with Nasdaq Rule 5605(a)(2). In addition, members of the Audit and Risk Committee and the Compensation Committee are subject to the additional independence requirements of applicable SEC rules and Nasdaq listing standards. Our Corporate Governance Guidelines require our Board of Directors to review the independence of all directors at least annually, after taking into consideration the recommendation of the Nominating and Corporate Governance Committee.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the Nasdaq independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board of Directors has affirmatively determined that each of Ms. Mather, Ms. Atchison, Mr. Brand, Mr. Bromberg, Ms. Griffin, Ms. Hsiao, Mr. Korngold, Ms. Steele and Ms. Thomas-Graham qualifies as an independent director under Nasdaq listing standards, including with respect to committee service. In addition, our Board of Directors has affirmatively determined that each of Ms. Atchison, Ms. Steele and Ms. Thomas-Graham is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which pertains to service on our Audit and Risk Committee, and that each of Mr. Korngold, Ms. Steele and Ms. Thomas-Graham is “independent” for purposes of Section 10C(a)(3) of the Exchange Act, which pertains to service on our Compensation Committee. In making these determinations, our Board broadly considers all relevant facts and circumstances, including detailed written information provided by each director regarding each director’s business and personal activities as they may relate to the Company and our management. There are no family relationships among any of our directors or executive officers.

Executive Sessions

In accordance with our Corporate Governance Guidelines, our non-management members of the Board meet in executive session, without management present, at least twice a year (and at such other times as they deem appropriate). If the non-management directors include directors who have not been determined to be independent, the independent directors shall separately meet in a private session at least twice a year (and at such other times as they deem appropriate) that excludes management and directors who have not been determined to be independent. In addition, our independent directors that are not affiliated with our Sponsor meet from time to time in a private session that excludes management and any Sponsor-affiliated directors. Our Chair, or in her absence a director designated by the non-management or independent directors, as applicable, will preside at the executive sessions. During 2024, the non-management directors held four executive sessions following each of four regularly scheduled Board meetings, and the independent directors that are not affiliated with our Sponsor held three separate executive sessions.

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Board and Committee Self-Evaluations

In accordance with our Corporate Governance Guidelines, the Board, acting through the Nominating and Corporate Governance Committee, conducts a self-evaluation at least annually to determine whether it and its committees are functioning effectively. Such evaluation may include consideration of the individual performance of directors serving on our Board. The Nominating and Corporate Governance Committee also periodically considers the mix of skills and experience that each director brings to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively.

Leadership Structure

On March 17, 2025, Whitney Wolfe Herd, our Founder, returned to her role as Chief Executive Officer after serving as our Executive Chair of the Board in 2024 (Ms. Wolfe Herd had previously served as Chief Executive Officer from January 2020 until January 2024). Ms. Wolfe Herd is also a director on our Board. In connection with the re-appointment of Ms. Wolfe Herd as our Chief Executive Officer, Ann Mather returned to serving as Chair of our Board after serving as Lead Director in 2024 (Ms. Mather had previously served as our Chair from March 2020 until January 2024).

We believe this leadership structure best serves the interest of Bumble and its stockholders, allowing our Board to continue to benefit from Ms. Mather’s independent leadership and extensive financial, operational and corporate governance expertise, while leveraging Ms. Wolfe Herd’s exceptional industry knowledge, passion, and history with our Company as the Founder.

This leadership structure is consistent with our Corporate Governance Guidelines, which do not impose a policy on whether the roles of Chairperson and Chief Executive Officer should be separate and, if the roles are to be separate, whether the Chairperson should be selected from the independent directors. Further, our Corporate Governance Guidelines provide that a Lead Director should be appointed only whenever the Chairperson of the Board is the Chief Executive Officer of the Company or is a director who does not otherwise qualify as an “independent director.”

Communications with the Board

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with the Chairperson of the Board, the chairperson of any of the Audit and Risk, Compensation or

Nominating and Corporate Governance Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Company’s Chief Legal Officer at Bumble Inc., 1105 West 41st Street, Austin, Texas 78756, who will forward such communications to the appropriate party. Such communications may also be sent by email to [email protected]. Communications may be made confidentially or anonymously.

Board Committees and Meetings

Each of the Audit and Risk Committee, the Compensation Committee and the Nominating and Corporate Governance Committee operates under a charter that has been approved by our Board of Directors. The composition and responsibilities of each committee are described below. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

The following table summarizes the current membership of each of the Audit and Risk, Compensation and Nominating and Corporate Governance Committees.

Audit and Risk Committee

Compensation Committee

Nominating and  Corporate Governance Committee

R. Lynn Atchison

Amy M. Griffin

Jonathan C. Korngold

Ann Mather

Elisa A. Steele

Pamela A. Thomas-Graham

KEY				Chairperson				Member

All directors are expected to make their best effort to attend all meetings of the Board and meetings of the committees of which they are members. During the year ended December 31, 2024, the Board held five meetings, the Audit and Risk Committee held six meetings, the Compensation Committee held four meetings and the Nominating and Corporate Governance Committee held two meetings. During fiscal year 2024, all of our directors attended at least 75% of the meetings of the Board and committees during the time in which he or she served as a member of the Board or such committee.

Audit and Risk Committee

Each of Mses. Atchison, Steele and Thomas-Graham has been determined to be “independent,” consistent with our Audit and Risk Committee charter, Corporate Governance Guidelines, SEC rules and Nasdaq listing standards applicable to boards of directors in general and audit committees in particular. Our Board of Directors has also determined that each of Mses. Atchison, Steele and Thomas-Graham is “financially literate” within the meaning of the listing standards of the Nasdaq. In addition, our Board of Directors has determined that Ms. Atchison qualifies as an audit committee financial expert as defined by applicable SEC regulations.

The duties and responsibilities of the Audit and Risk Committee are set forth in its charter, which may be found on the “Governance—Corporate Governance” section of our investor relations website at https://ir.bumble.com, and include assisting the Board of Directors in overseeing the following:

For additional information on the Audit and Risk Committee’s role and its oversight of the independent auditor during 2024, see “Report of the Audit Committee.”

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Nominating and Corporate Governance Committee

Each of Mses. Mather and Griffin has been determined to be “independent” as defined by our Corporate Governance Guidelines and Nasdaq listing standards.

The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found on the “Governance—Corporate Governance” section of our investor relations website at https://ir.bumble.com, and include the following:

With respect to director compensation, our Nominating and Corporate Governance Committee reviews and recommends to the full Board of Directors the form and amount of director compensation, as well as makes recommendations regarding director’s and officer’s indemnification and insurance matters.

Compensation Committee

Each of Ms. Steele, Mr. Korngold and Ms. Thomas-Graham has been determined to be “independent” as defined by our Corporate Governance Guidelines and Nasdaq listing standards applicable to boards of directors in general and compensation committees in particular.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found on the “Governance—Corporate Governance” section of our investor relations website at https://ir.bumble.com, and include the following:

Our Compensation Committee makes the final determination regarding the annual compensation of our Chief Executive Officer and our other executive officers, taking into consideration, among other things, each individual’s performance and contributions to the Company. As part of the Compensation Committee’s compensation setting process, the Chief Executive Officer will make recommendations to the Compensation Committee regarding compensation for executive officers other than herself, and the Compensation Committee may also invite other Company employees from time to time to make presentations, provide financial or other background information or advice or to otherwise participate in meetings. Our Chief Executive Officer and other executive officers do not participate in the determination of their own respective compensation or the compensation of directors.

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

The Compensation Committee currently retains the independent compensation consulting firm Semler Brossy (“Semler”) to advise the Compensation Committee in its review of senior executive compensation. In April 2024, the Compensation Committee assessed the independence of Semler and determined that the firm’s work for the Compensation Committee did not raise any conflicts of interest.

Board Attendance at Annual Stockholders’ Meeting

All directors are expected to make their best effort to attend any meeting of stockholders. Of the 11 directors serving at the time, eight members of our Board attended our 2024 Annual Meeting of Stockholders held virtually in 2024.

Compensation Committee Interlocks and Insider Participation

Other than Whitney Wolfe Herd and Lidiane S. Jones, no member of our Board of Directors was at any time during the last completed fiscal year one of our officers or employees. During 2024, none of the members of our Compensation Committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee. We are party to certain transactions with affiliates of Blackstone described in “Transactions with Related Persons.”

Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our Board of Directors’ views and policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our Nominating and Corporate Governance Committee and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by our Board of Directors.

Our Corporate Governance Guidelines and other corporate governance information are available on the “Governance—Corporate Governance” section of our investor relations website at https://ir.bumble.com.

Code of Conduct and Supplemental Code of Ethics for Senior Financial Officers

We have adopted a Code of Conduct, which sets forth the standards for ethical conduct, that applies to all of our directors, officers and employees. The Code of Conduct, which is available on our website at https://ir.bumble.com and on our intranet sites, sets forth our policies and expectations on a number of topics, including compliance with laws, conflicts of interest, use of our assets, business conduct and fair dealing, as well as our commitment to providing a safe, inclusive and supportive workplace environment free from harassment. As part of our compliance and ethics program, new employees receive training regarding the Code of Conduct, and current employees receive supplemental training on an annual basis. The Code of Conduct provides a number of avenues to report openly, or anonymously (in the case of employees), any accounting allegation, compliance allegation (including non-compliance with applicable legal and regulatory requirements or the Code of Conduct), or retaliatory act, including through the telephone hotlines or website managed by EthicsPoint, our outside independent service provider, or by email to our Chief Legal Officer or our Audit and Risk Committee, in each case at the telephone numbers and email addresses listed in the Code of Conduct. In April 2025, we amended our Code of Conduct to make certain administrative and operational updates, along with (i) revisions related to compliance with anti-bribery and anti-corruption laws, (ii) new procedures related to managing conflicts of interest and (iii) updated terms related to reporting violations of the Code of Conduct.

We have also adopted a Supplemental Code of Ethics for Senior Financial Officers that applies to our Chief Executive Officer and all senior financial officers, including the Chief Financial Officer and principal accounting officer. The Supplemental Code of Ethics, which is available on our website at https://ir.bumble.com and on our intranet sites, addresses matters specific to those senior financial positions in the Company, including responsibility

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

for the disclosures made in our filings with the SEC, reporting obligations with respect to certain matters and a general obligation to promote honest and ethical conduct within the Company. The senior financial officers are also required to comply with the Code of Conduct.

Each of our Code of Conduct and our Supplemental Code of Ethics for Senior Financial Officers qualifies as a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website. The information contained on, or accessible from, our website is not part of this Proxy Statement. Our Code of Conduct is available free of charge upon request to our Chief Legal Officer at 1105 West 41st Street, Austin, TX 78756.

Oversight of Risk Management

The Board has broad oversight of risk management related to us and our business while delegating certain specific risk oversight responsibilities to its committees. The Board oversees our risk management activities through a combination of processes, including direct engagement with management.

The Audit and Risk Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, the review of related person transactions, our compliance with legal and regulatory requirements and the effectiveness of our risk management processes, particularly with respect to financial and operational risk exposures. Through its regular meetings with management, including the finance, legal and internal audit functions, the Audit and Risk Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors.

The Compensation Committee monitors risks associated with the design and administration of our compensation programs, including our incentive-based compensation programs, to promote an environment that does not encourage unnecessary and excessive risk-taking by our employees, including our senior executives. In view of this oversight and based on an assessment conducted by management working with the Compensation Committee’s independent consultant, we do not believe that our employee compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. See “Compensation Discussion and Analysis—Risk and Executive Compensation” for a complete description.

The Nominating and Corporate Governance Committee assists the Board by overseeing and evaluating programs and risks associated with Board organization, membership and structure, corporate governance and overall Board effectiveness. Our Nominating and Corporate Governance Committee is also responsible for reviewing and advising on material topics related to sustainability and responsible business practices and assisting the Board with respect to its oversight of our programs related to such matters.

In addition, our Board receives periodic detailed operating performance reviews from management. Our Chief Information Security & Trust Officer provides quarterly updates to the Audit and Risk Committee, as well as an annual report to the Board, regarding a range of cybersecurity activities while maintaining the confidentiality, integrity and availability of information, including member information under our custody. Our information security management system takes a risk-based approach to cybersecurity and consists of various programs, including secure software development, operational security, vulnerability management and security education. Our threat detection capabilities include automated 24/7 detection and alerting with automated response protocols designed to support rapid analysis and enrichment for security analysts who are guided by a formally documented Incident Response Plan in the event of a breach. Our Head of Privacy and Data Protection Officer provide periodic reports to the Audit and Risk Committee regarding Bumble’s data privacy and compliance activities (required by applicable laws, including the General Data Protection Regulation (“GDPR”) and any U.S. state-specific privacy laws), which are designed to protect and safeguard our members’ data through comprehensive, documented privacy impact assessment procedures, as well as through dedicated privacy incident monitoring and reporting. For further information related to our cybersecurity strategy, risk management and governance, please refer to “Item 1C—Cybersecurity” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The Board also receives periodic updates from management on material topics and activities related to sustainability and responsible business practices to review and guide Bumble’s larger strategy related to such matters.

We are committed to responsible business practices and are focused on material topics that speak to Bumble’s societal impact and sustainability. We believe our efforts to build such practices naturally align with our values, corporate mission, business strategy and risk management efforts, and that these efforts serve our stakeholders, including our members, suppliers, business partners, investors and our communities throughout the world.

Our commitment to sustainability and responsible business practices starts at the top, beginning with our Board of Directors and executive management. Our Nominating and Corporate Governance Committee is responsible for reviewing and advising on material sustainability and responsible business topics and assisting the Board in overseeing our programs related to these matters. An internal committee of cross-functional senior leaders reviews the development and execution of our sustainability-related objectives and oversees associated disclosures.

In our inaugural Impact Report, released in November 2024, we shared how Bumble laid the foundations for strong sustainability- and responsible business-informed strategies based on the following five material topics: safety practices, belonging, data privacy & cybersecurity, responsible vendor management and GHG emissions & climate change, as well as our overall approach to product stewardship. Our Impact Report and other sustainability- and responsible business-related disclosures can be found on the “Responsible Business” section of our investor relations website at https://ir.bumble.com.

A Safer, Kinder Internet

Trust & Safety: We anchor our vision for healthy and equitable relationships in thoughtful safety strategies, policies, features and programs to drive a positive and empowering member experience. In 2024, we launched updates to drive enhanced safety on our platforms. Such updates included the development of a proprietary natural language machine learning model designed to flag abusive text. The model uses synthetic data that improves the model’s performance in detecting violations of our policy against Identity-Based Hate, allowing our rude message detector to act against 2,000+ bad profiles daily.

We also expanded our work with nonprofit and thought leadership partners. Bumble hosted workshops with Movember as founding partners in their cross-sector Community of Practice, a collective of tech, media, nonprofit and philanthropic organizations conducting informed research into the online narratives and influences that shape young men’s notions of masculinity. Partnerships such as these have furthered our efforts to support healthy, safer relationships on and off our platforms and have helped formed a critical component of our Safety strategy.

Data Privacy & Cybersecurity: As a global business with members in countries worldwide, we offer an array of protections through both technical and organizational measures that respond to the ever-evolving sector and regulatory environment. Our policies and procedures engage detective and preventive controls, and we continually monitor risk to the security of the information with which we are entrusted. In 2024, we took steps designed to raise the bar on our privacy efforts through an overhaul of Bumble’s Privacy Policy, seeking to empower our members through transparency and underscoring our commitment to privacy and member trust. For our employees, we utilized a new platform to tailor employee privacy training to Bumble’s unique needs, including the launch of our standalone breach reporting module. This approach is designed to enhance engagement and ensure training remains relevant to evolving privacy requirements, in order to better equip employees to handle data responsibly.

Bumble continues to utilize AI to develop innovative product features that strive to enhance our members’ experience. We also have an AI committee consisting of cross-functional, high-level leaders who work on our commitment to advance the responsible use of AI, keeping pace with evolving tech. In 2024, our AI committee focused on developing a comprehensive AI governance framework, including a formal process to ensure that new AI models and systems are developed ethically, responsibly and in a way that seeks to align with Bumble’s AI strategy, the core principles of responsible AI, and evolving legal and regulatory requirements.

SUSTAINABILITY AND RESPONSIBLE BUSINESS

Public Policy: Our public policy work focuses on advocating to make our society safer—both online and in real life—and ensuring our awareness and responsiveness to major regulatory and policy changes across the globe. In May 2024, the first-ever EU-wide law (Directive) to Combat Violence Against Women and Domestic Violence was officially adopted. This law introduces cyberflashing as a criminal offense, something Bumble has long advocated for, and broadens the scope of what is classified as nonconsensual image sharing and harmful communication. We continued our collaboration efforts with policymakers, industry, civil society and academia to tackle online toxicity and misogyny.

In the U.S., we continued our work to fight non-consensual intimate image abuse. We helped introduce and support the bipartisan CONSENT Act, the first-ever federal cyberflashing bill in the U.S. If passed, The CONSENT Act will provide a private right of action for recipients of lewd images, including those altered by A.I., across the U.S. In 2024, the documentary film “Zurawski v. Texas” was produced in association with Bumble Inc., which is part of our public conversation regarding how reproductive rights restrictions create significant challenges in retaining and attracting talent, ultimately hurting both business growth and the broader economy.

Healthy & Equitable Relationships

Social Impact: Bumble’s commitment to social impact is focused on building partnerships with nonprofits that align with our core pillars of fostering healthy, safer relationships and driving equity for women. In 2024, we continued our long-standing support of the National Domestic Violence Hotline (US) and sponsored the National Conference on Domestic Violence. We also deepened our work with international partners similarly focused on relationship safety, including The Survivor Hub (AUS) and Refuge (UK). We proudly announced the second cohort of the Next Movers program, which, in partnership with Vital Voices Global Partnership, provides grant funding, training and mentorship to women leaders across the globe fighting for equity.

Employee Engagement & Belonging: At Bumble, we believe our success hinges on our people, and the continued transformation of the employee experience is at the heart of our priorities and approach. During a year of changes across leadership and strategy, the People & Culture team rooted their work in building stability and resilience while creating the conditions for the workforce to productively meet our business objectives.

As a business built on creating meaningful connections, we understand the importance of connecting and engaging IRL (in real life). In 2024, Bumble implemented an office hub-based strategy to better support our global team’s needs within our existing hybrid working model. This approach enhances operational efficiency, fosters collaboration, and enables connectivity across a thriving global team with employee activations. Ultimately, this targeted strategy creates a vibrant local company culture that empowers our employees and drives our collective success.

Our focus on belonging is central to our commitment to our employees and the culture we seek to build at Bumble. Throughout the year, we provide employee programming that highlights cultural moments, fosters inclusivity and awareness and generates respect for various groups. Examples include educational guides, cultural impact classes and in-office events celebrating U.S. and global heritage months, as well as training and awareness-building sessions from LGBTQ+ and culturally-representative philanthropic partners.

Environmental Stewardship

In 2024 we continued work toward our net zero goal, which seeks to eliminate or remove our scope 1 and scope 2 emissions, as well as scope 3 emissions related to data processing, by the end of 2025. In our inaugural Impact Report, we shared initial emissions data relevant to that pledge and ways the company has increased efficiencies in our data center and cloud computing strategies. Throughout 2024, we focused on improving our carbon footprint calculations and methodology, building the foundations for our upcoming supplier engagement program and exploring the next steps in our decarbonization journey. We also commenced a global server refresh effort to downsize and modernize our physical infrastructure, which directly benefits our objectives to achieve energy efficiency.

For more information on these and other initiatives, please see our Impact Report on the “Responsible Business” section of our investor relations website at https://ir.bumble.com.

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Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending nominees for election to our Board.

Depth of experience, fitness and the ability to make meaningful contributions to our Board’s oversight of the business and affairs of Bumble, in addition to a willingness to exercise independent judgment, and an impeccable reputation for honest and ethical conduct that aligns with our core values, are important factors when identifying prospective director candidates. Additionally, in identifying potential director candidates, our Board evaluates a candidate’s time commitments to ensure the appropriate amount of time, energy and care is given to the needs of our business.

In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management and other sources, including third party recommendations. The Nominating and Corporate Governance Committee may also engage firms that specialize in identifying director candidates to our Board. Director nominations also may be made at the recommendation of stockholders pursuant to our Bylaws. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral.

Our Bylaws establish advance notice procedures with respect to the nomination of candidates for election as directors, other than nominations made by or at the direction of the Board of Directors or a committee of the Board. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Additional information regarding the process for properly submitting stockholder nominations for candidates for membership to our Board of Directors is set forth below under “Stockholder Proposals for the 2026 Annual Meeting.”

In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.

Blackstone is also entitled to designate a non-voting observer to attend meetings of our Board of Directors pursuant to our stockholders agreement. In addition, pursuant to the terms of our stockholders agreement, Blackstone and Whitney Wolfe Herd, our Founder and Chief Executive Officer, have the right to designate nominees to our Board of Directors subject to the maintenance of certain ownership requirements in the Company. For additional information on our stockholders agreement, see “Transactions with Related Persons.”

Director Qualifications and Composition Developments

Our Board seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively in light of Bumble’s business, structure and risk.

As specified in our Corporate Governance Guidelines, in identifying candidates for membership on the Board, the Nominating and Corporate Governance Committee takes into account (1) minimum individual qualifications, including strength of character, mature judgment, familiarity with Bumble’s business and industry, independence of thought and an ability to work collegially with the other members of the Board, and (2) all other factors it considers appropriate, which may include age, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government

NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS

acumen, financial and accounting background, technology background, compliance background, executive compensation background and the size, composition and combined expertise of the Board.

Mr. Martin Brand joined the Board effective August 1, 2024. Mr. Brand was previously the non-voting observer to the Board designated by Blackstone pursuant to the stockholders agreement. Pursuant to the stockholders agreement, Blackstone designated Mr. Brand to serve as a director on the Board to fill the vacancy created by the resignation of Ms. Jennifer B. Morgan. When considering Mr. Brand’s appointment, the Board considered, among other factors, his extensive strategic, financial and leadership experience, as well as his extensive experience with investments in technology companies.

Board Dashboard

Our directors possess broad expertise, skills, experience and perspectives that facilitate the strong oversight and strategic direction required to govern Bumble’s business and strengthen and support senior management. As illustrated below, each of our directors brings a diversity of skills and experiences to his or her service on the Board that aligns with the Company’s business and long-term strategy and reflects the Board’s commitment to diverse perspectives. For a brief biographical description of each of our directors, including a description of the experience, qualifications, skills and attributes of each of our directors that led to the conclusion that each director should serve as a member of our Board of Directors at this time, see “Proposal No. 1—Election of Directors.”

Our Board Skills, Experience and Composition

The following chart of board skills and experience provides an overview of the diversity of experience on our current Board.

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NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS

The following charts provide an overview of the composition of our Board.

Our Board of Directors currently consists of ten directors and is divided into three classes with staggered three-year terms. Ann Mather, Martin Brand, Jonathan C. Korngold and Pamela A. Thomas-Graham constitute a class with a term that expires at this Annual Meeting (the “Class I Directors”); R. Lynn Atchison, Matthew S. Bromberg, Amy M. Griffin and Sissie L. Hsiao constitute a class with a term that expires at the annual meeting of stockholders in 2026 (the “Class II Directors”); and Whitney Wolfe Herd and Elisa A. Steele constitute a class with a term that expires at the annual meeting of stockholders in 2027 (the “Class III Directors”).

Our Bylaws provide that the number of directors shall be determined by the Board, which has currently set the number at 10. Proxies cannot be voted for a greater number of persons than the nominees named.

Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board has considered and nominated each of the four Class I nominees named below, each of whom is currently serving as a Class I Director, to be elected for a three-year term expiring at the annual meeting of stockholders in 2028 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal from office. Each director will be elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the four individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this Proxy Statement intend to vote the proxies held by them for the election of Ann Mather, Martin Brand, Jonathan C. Korngold and Pamela A. Thomas-Graham. All of the nominees have indicated that they are willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board. Ms. Wolfe Herd and Blackstone have informed the Company that they intend to vote in favor of the nominees named in this Proxy Statement. Because of their collective voting power, these nominees are assured election.

Nominees for Election to the Board of Directors in 2025

The following information describes the offices held, other business directorships and the class and term of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Class I—Directors Whose Term Expires in 2025

PROPOSAL NO. 1—ELECTION OF DIRECTORS

		The Board of Directors Recommends that stockholders vote “FOR” the election of each of the director nominees named above.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Continuing Directors

The following information describes the offices held, other business directorships and the class and term of each of the directors who are serving for terms that end after the Annual Meeting. Beneficial ownership of equity securities of the directors is shown under “Ownership of Securities” below.

Class II—Directors Whose Term Expires in 2026

PROPOSAL NO. 1—ELECTION OF DIRECTORS

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Class III—Directors Whose Term Expires in 2027

PROPOSAL NO. 1—ELECTION OF DIRECTORS

There are no family relationships among any of our directors or executive officers.

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The following table provides summary information concerning the compensation of our non-employee directors for the year ended December 31, 2024. Because they served as executive officers during the year, Whitney Wolfe Herd and Lidiane Jones did not receive compensation in connection with their service on our Board. Their compensation is presented in the section entitled “Executive Compensation” below.

COMPENSATION OF DIRECTORS

The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2024.

Non-Employee Director Compensation Policy

Effective January 1, 2024, our Board of Directors adopted an updated compensation framework for the non-employee directors of the Company (other than directors employed by Blackstone Inc. and its affiliates) as follows:

Cash Compensation:

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COMPENSATION OF DIRECTORS

Equity-Based Compensation:

Furthermore, all directors are reimbursed for their reasonable out-of-pocket expenses related to their service as directors, and expenses related to attendance at certain director continuing education programs are reimbursable, subject to pre-approval.

The Audit and Risk Committee has selected Ernst & Young LLP (“Ernst & Young”) to serve as our independent registered public accounting firm for 2025. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Ernst & Young to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit and Risk Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit and Risk Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

A representative of Ernst & Young is expected to be present at the Annual Meeting. The representative will also have the opportunity to make a statement if he or she desires to do so, and the representative is expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of Ernst & Young unless you specify otherwise.

Audit and Non-Audit Fees

The following table presents fees for professional services rendered by our independent registered public accounting firm, Ernst & Young, and its affiliates for the audits of our consolidated financial statements for the periods shown.

The Audit and Risk Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Ernst & Young’s independence and concluded that it was.

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PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

Consistent with SEC policies regarding auditor independence and the Audit and Risk Committee’s charter, the Audit and Risk Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit and Risk Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and, subject to the next sentence, pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. As part of such procedures, the Audit and Risk Committee has delegated to its chair the authority to review and pre-approve any such services in between the Audit and Risk Committee’s regular meetings. Any such pre-approval will be subsequently considered and ratified by the Audit and Risk Committee at the next regularly scheduled meeting.

Ms. Wolfe Herd and Blackstone have informed the Company that they intend to vote in favor of Proposal No. 2. Because of their collective voting power, Proposal No. 2 is assured passage.

The following Report of the Audit and Risk Committee (the “Audit Committee”) does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such information by reference.

The Audit Committee operates pursuant to a written charter approved by the Board of Directors that complies with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC and the Nasdaq listing requirements. The principal purpose of the Audit Committee is to assist the Board of Directors in its oversight of the quality and integrity of our financial statements, as well as oversight of our accounting and financial reporting processes and financial statement audits. The Audit Committee also assists the Board of Directors’ oversight of:

Additionally, a brief description of the primary responsibilities of the Audit Committee is also included in this Proxy Statement under “The Board of Directors and Certain Governance Matters—Board Committees and Meetings—Audit and Risk Committee.” The full text of the Audit Committee charter is available on the “Governance—Corporate Governance” section of our investor relations website at https://ir.bumble.com.

Our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and maintaining an adequate system of disclosure controls and internal controls over financial reporting designed to assure compliance with accounting standards and applicable laws and regulations. Ernst & Young, our independent registered public accounting firm for the year ended December 31, 2024, was responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. The Audit Committee monitors these processes, relying, without independent verification, on the information provided to it and the representations made by management.

In the performance of its oversight function, the Audit Committee has reviewed and discussed our audited financial statements with management and Ernst & Young. The Audit Committee has also discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young its independence from us.

The Audit Committee also reviewed the fees paid to Ernst & Young during the year ended December 31, 2024 for audit and non-audit services, which fees are described under “Proposal No. 2—Ratification of Independent Registered Public Accounting Firm—Audit and Non-Audit Fees.” The Audit Committee has determined that the rendering of all non-audit services by Ernst & Young were compatible with maintaining its independence from us.

The Audit Committee discussed with Ernst & Young the overall scope and plans for its audit. The Audit Committee met with Ernst & Young, with and without management present, to discuss the results of its examinations, its evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

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REPORT OF THE AUDIT COMMITTEE

Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.

Respectfully submitted by the Audit Committee of the Board of Directors:

R. Lynn Atchison, Chair

Elisa A. Steele

Pamela A. Thomas-Graham

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and SEC Rule 14a-21 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking stockholders to approve an advisory (non-binding) resolution on the compensation of our named executive officers as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, policies and practices as described in this Proxy Statement. Although the voting results are not binding, the Board and the Compensation Committee will take into account the results of the vote when considering future executive compensation arrangements. At our 2023 annual meeting of stockholders, our stockholders voted, on an advisory basis, to hold “say-on-pay” votes every year. In accordance with the outcome of such vote, and the determination of our Board to hold such votes each year, we intend to hold our next “say-on-pay” vote at next year’s annual meeting of stockholders.

We encourage our stockholders to read the Compensation Discussion and Analysis in this Proxy Statement. The Compensation Discussion and Analysis describes in more detail our executive compensation program and related policies and practices and explains the decisions the Compensation Committee has made under this program and the factors considered in making those decisions. We also encourage our stockholders to review the Summary Compensation Table and other related compensation tables and accompanying narratives, which provide detailed information on the compensation of our named executive officers.

STOCKHOLDERS ARE BEING ASKED TO VOTE ON THE FOLLOWING RESOLUTION:

RESOLVED, that the stockholders of Bumble approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the executive compensation tables and the related narratives.

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Background information about our current executive officers is set forth below.

Whitney Wolfe Herd, age 35, is the founder of Bumble app and our Chief Executive Officer, and has served as a member of our Board of Directors since January 2020. From January 2024 to March 2025, she served as our Executive Chair. Before assuming the Executive Chair role, Ms. Wolfe Herd served as the Chief Executive Officer of the Company from January 2020 to January 2024. She resumed her role as Chief Executive Officer in March 2024. Prior to founding Bumble app in 2014, Ms. Wolfe Herd was a co-founder of Tinder, a dating application, where she served as Vice President of Marketing from May 2012 to April 2014. Currently, Ms. Wolfe Herd serves on the board of directors of Imagine Entertainment as well as the Executive Board at Southern Methodist University’s Dedman College of Humanities and Sciences, where she graduated with a B.A. in International Studies.

Ronald J. Fior, age 67, has served as our Interim Chief Financial Officer since March 2025. Prior to joining the Company, Mr. Fior served as Interim Chief Financial Officer at Perch, a technology-driven ecommerce company, from April 2023 to February 2024, at Absolute Software (NASDAQ/TSX: ABST), a cybersecurity company, from March 2022 to November 2022, and at Trove Recommerce, a company enabling the resale ecosystem for brands, from February 2021 to March 2022. Mr. Fior is currently a partner of FLG Partners, LLC, a partnership of experienced chief financial officers delivering to chief executive officers and boards of directors high-value, interim and permanent leadership, a position he has held since 2020. Mr. Fior has over 30 years of experience serving as the chief financial officer of various U.S. and international companies. Mr. Fior started his career as a manager and senior auditor at Arthur Young. Mr. Fior holds a Bachelor of Commerce from the University of Saskatchewan and is a Chartered Professional Accountant of Alberta and Canada.

Deirdre Runnette, age 56, has served as our Chief Legal Officer and Secretary since April 2025. Prior to joining the Company, Ms. Runnette served as General Counsel, Corporate Secretary and Chief People Officer at Flexe, Inc., a technology company providing warehousing infrastructure, from April 2019 to February 2024. Prior to her time at Flexe, Inc., Ms. Runnette was Senior Vice President, General Counsel and Corporate Secretary at Zulily, Inc., a direct-to-consumer retail company, from September 2012 to December 2018. Ms. Runnette has also served as a non-executive director at Naked Wines, plc, since June 2022 and is currently the interim Board Chair and Chair of the Renumeration Committee at Naked Wines, plc. Ms. Runnette holds a B.A. in English from Washington State University and a J.D. from the University of Montana.

Introduction

The following discussion describes the significant elements of the compensation program for our Chief Executive Officer, (who was our Executive Chair during fiscal 2024), our former Chief Executive Officer (who was our Chief Executive Officer during fiscal 2024), our former Chief Financial Officer (who was our Chief Financial Officer during fiscal 2024) and our two other most highly-compensated executive officers for fiscal year 2024 (referred to herein as our “named executive officers” or “NEOs”), who are as follows:

Executive Summary

This Compensation Discussion and Analysis provides an overview of Bumble Inc.’s executive compensation programs, policies, and practices for our fiscal year 2024. Our executive compensation program is designed to incentivize the achievement of our strategic goals, align the interests of our executives with those of the Company and its stockholders, and reward executives with market-competitive compensation when performance goals are achieved.

Our executive compensation program is grounded in a pay-for-performance philosophy and includes a mix of base salary, annual cash incentive plan, and long-term equity incentives—stock options, RSUs and legacy Incentive Units. Our Compensation Committee regularly reviews and evaluates our compensation programs to ensure they remain competitive, are aligned with market and peer group practices, and support the achievement of our business objectives.

In fiscal year 2024, in alignment with the metrics indicated in the incentive program, our results were as follows:

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy

Bumble’s executive compensation program is guided by the following core principles:

Bumble’s Compensation Philosophy and Guiding Principles

Say on Pay

Consistent with the resolution approved by our stockholders at our 2023 Annual Meeting of Stockholders, we seek an annual advisory say-on-pay vote to approve the compensation of our named executive officers. At the 2024 Annual Meeting of Stockholders, stockholders holding 96% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the meeting approved the advisory say-on-pay vote. Accordingly, as described in this Proxy Statement, we will be seeking feedback from our stockholders on executive compensation this year with an advisory say-on-pay vote. Although the vote is non-binding, we value feedback from our stockholders and both the Board and the Compensation Committee will consider the say-on-pay vote results when making future compensation decisions.

COMPENSATION DISCUSSION AND ANALYSIS

Pay Policies and Practices

Our pay practices reflect Bumble’s compensation philosophy and guiding principles:

Compensation-Setting Process

The Compensation Committee is responsible for assisting the Board in fulfilling its governance and supervisory responsibilities, overseeing certain aspects of our People & Culture function and reviewing compensation policies, processes and practices. The Compensation Committee is also responsible for ensuring that our compensation policies and practices appropriately balance risk and reward consistent with our risk profile.

The Board has adopted a written charter for the Compensation Committee setting out its responsibilities for supervising and administering our compensation programs and reviewing the level and nature of the compensation payable to our executive officers, and, in certain cases, making recommendations to the Board regarding the compensation of certain of our executive officers. The Compensation Committee’s oversight includes reviewing objectives, evaluating performance and ensuring that total compensation paid to our executive officers is fair, reasonable and consistent with the objectives and philosophy of our compensation program.

In December 2023, the Compensation Committee reviewed compensation for Ms. Wolfe Herd, in consideration of the then upcoming leadership transition and for her new role as Executive Chair, and determined no increase was required for 2024. The Compensation Committee also reviewed and recommended compensation for Ms. Jones, in respect of her new role as Chief Executive Officer, to the Board. The Compensation Committee reviewed the compensation of Ms. Subramanian and determined her base salary was competitive versus the market and therefore no increase was required for 2024. In June 2024, Ms. Jones made recommendations to the

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee with respect to Ms. Monteleone’s compensation in her newly appointed role as Chief Legal Officer, to better align Ms. Monteleone’s compensation with peer group market practice. These compensation reviews included market data and insights provided by its independent compensation consultant.

Compensation Consultant

Semler Brossy is the independent executive compensation consultant to the Compensation Committee and provides the following executive compensation consulting services to the Compensation Committee:

Each year, as required by its Charter, the Compensation Committee evaluates the independence of its compensation consultant pursuant to the rules of the SEC and Nasdaq. Based on its review, the Compensation Committee does not believe that Semler Brossy had a conflict of interest with respect to the work performed for the Compensation Committee in 2024.

The Compensation Committee believes the advice it receives from Semler Brossy is objective and not influenced by any other relationships with us because of the procedures the consultant and the Compensation Committee have in place, including the following:

COMPENSATION DISCUSSION AND ANALYSIS

Peer Group

In setting executive compensation, the Compensation Committee considers the compensation programs of our competitors, primarily companies in the consumer technology and software industries, to help determine the competitiveness of pay levels and pay mix for executives. Semler Brossy provided the Compensation Committee with market information on base salaries, short-term incentive (“STI”) and long-term incentive (“LTI”) plan design and competitive analysis based on public disclosure of the 18 peer companies listed in the table below. Although the Compensation Committee does not target a fixed percentile relative to the peer group when setting executive compensation for our NEOs, it reviews such peer company information and market data to better assess the range of compensation needed to attract, retain and motivate executive talent in our highly competitive industry.

Compensation Components

For 2024, the compensation of our named executive officers included three main components: (i) base salary; (ii) STI (our annual cash incentive plan); and (iii) LTI consisting of stock options and/or RSUs. Ms. Franco was not eligible to receive an award under our annual cash incentive plan or equity incentive plan in 2024 given the timing of her departure.

2024 Compensation Elements

Base Salaries

We provide each named executive officer with a base salary for the services that such named executive officer performs for us, reflective of the competitive marketplace. Base salary serves as the primary form of fixed compensation for our named executive officers. Base salary can also impact other compensation and benefit opportunities, including annual bonuses, as these opportunities are expressed as a percentage of base salary for

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COMPENSATION DISCUSSION AND ANALYSIS

certain of our named executive officers. This compensation component constitutes a stable element of compensation, while other compensation elements are variable. Base salaries are reviewed annually and may be increased based on the individual performance of the named executive officer, Company performance, any change in the executive’s position within our business or the scope of his or her responsibilities or, if warranted or necessary, to maintain market competitiveness.

In December 2023, the Compensation Committee reviewed compensation for Ms. Wolfe Herd, in consideration of the then upcoming leadership transition and for her role as Executive Chair, and determined her base salary for 2024 was to remain unchanged at $650,000. The Compensation Committee also reviewed and recommended a base salary of $650,000 for Ms. Jones, in respect to her new role of Chief Executive Officer, to the Board. The Compensation Committee reviewed the base salary of Ms. Subramanian and determined her base salary was competitive versus the market and therefore no increase was required for 2024 and was to remain unchanged at $480,000. In June 2024, Ms. Jones made recommendations to the Compensation Committee with respect to Ms. Monteleone’s compensation in her newly appointed role as Chief Legal Officer, and her base salary was set at $400,000. The adjustment was made to better align with peer group market practice.

Short-Term Incentive Compensation

We believe it is important to provide rewards for specific results and behaviors that support our overall business strategy. Accordingly, for 2024, our named executive officers (except for Ms. Franco) were eligible to earn cash annual incentive payments under our STI program, which was designed to align our strategic initiatives to our annual growth and earnings goals.

Under the 2024 STI program, 80% of each NEO’s payout was determined based on performance relative to Company financial goals and 20% of the payout was determined based on individual performance relative to OKRs. Each metric is measured independently on a linear performance scale, and NEOs are eligible to earn a payout of 50% to 150% of the target payout for the relevant metric with respect to the performance of such metric. If performance is below the threshold level for any metric, the payout for that portion is 0% of the target payout, but other portions would not be affected. Total bonus payouts may range from 0% to 150% of the target payout, based on the combined performance on all metrics. Bonus payout amounts were based on the achievement of performance against a scorecard of financial and strategic objectives as shown in the following table:

We selected these performance measures for the following reasons:

“Adjusted EBITDA Margin” is defined as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, interest rate swaps and investments, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss and restructuring costs as a percentage of revenue. For a discussion of the Company’s use of Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation of

COMPENSATION DISCUSSION AND ANALYSIS

Adjusted EBITDA and Adjusted EBITDA Margin to Net earnings (loss), please refer to Annex A of this Proxy Statement.

“Total Paying Users” is the sum of Bumble App Paying Users and Badoo App and Other Paying Users (as defined below).

“Bumble App Paying User” is a member that has purchased or renewed a Bumble app or Bumble For Friends app subscription plan and/or made an in-app purchase on Bumble app or Bumble For Friends app in a given month. We calculate Bumble App Paying Users as a monthly average, by counting the number of Bumble App Paying Users in each month and then dividing by the number of months in the relevant measurement period.

“Badoo App and Other Paying User” is a member that has purchased or renewed a subscription plan and/or made an in-app purchase on Badoo app in a given month or made a purchase on one of our other apps that we owned and operated in a given month (excluding Official), or purchase on other third-party apps that used our technology in the relevant period. We calculate Badoo App and Other Paying Users as a monthly average, by counting the number of Badoo App and Other Paying Users in each month and then dividing by the number of months in the relevant measurement period.

Geneva is a non-revenue generating app as of December 31, 2024 and is excluded from Total Paying Users.

The following table details the threshold, target and maximum goals, as well as the actual performance results, for each of the financial objectives under the 2024 STI plan.

2024 Short-Term Incentive Award Scorecard

Individual Objectives (20% weighting)

The individual performance objectives, which had an overall 20% weighting, were comprised of objectives related to: driving leadership and organization transformation, focus on member trust in the safety and security of our products and innovation across the product to establish the company’s long-term positioning.

With respect to bonuses for each of our NEOs, excluding Ms. Franco, who was not eligible for a bonus under our STI program for 2024, the Compensation Committee considered the following: (i) with respect to Ms. Wolfe Herd, her role as Executive Chair, including her focus on the short-term and long-term strategic planning and positioning of the Company, (ii) with respect to Ms. Jones, her role as Chief Executive Officer, including launching key product innovations, strengthening strategic commercial relationships and managing international growth, (iii) with respect to Ms. Subramanian, her role as Chief Financial Officer, including her management of our finance, tax, global accounting and financial reporting and audit functions, and (iv) with respect to Ms. Monteleone, her role as Chief Legal Officer, including her management of our legal, compliance, privacy, government affairs and public policy functions.

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COMPENSATION DISCUSSION AND ANALYSIS

2024 Short-Term Incentive Individual Goals and Achievements

With respect to bonuses for each of our NEOs, the Compensation Committee considered their progress and achievements against the objectives outlined above. As a result of her resignation and in accordance with Company policy, Ms. Franco was not eligible for a bonus relating to 2024.

In determining the amount payable to each of our named executive officers under the bonus program, the Compensation Committee retained discretion to modify each metric’s weighting, and to exercise positive or negative discretion if it determined it was appropriate in the circumstances. The Compensation Committee did not use its discretion in 2024 to modify awards.

Based on the achievement against the financial objectives and the strategic objectives in 2024, we determined the following payouts under the short-term incentive program to Mses. Wolfe Herd, Jones, Subramanian and Monteleone: $187,740, $189,826, $160,205 and $67,639, respectively. These amounts are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, found in the “Executive Compensation” section, below. For each of our named executive officers (other than Ms. Franco who was not eligible for a bonus relating to 2024), the amounts paid in respect of the 2024 short-term incentive program reflects a payout of 41.70% of each of Ms. Wolfe Herd’s, Ms. Jones’, Ms. Subramanian’s and 31.70% of Ms. Monteleone’s target bonus amounts.

The target bonus amounts that our named executive officers who were employed by the Company as of December 31, 2024 were able to earn under the STI program for fiscal year 2024, and the amounts actually earned, are set forth in the following table:

2024 Short-Term Incentive Plan Payouts

As noted above, Ms. Franco was not eligible for a bonus relating to 2024.

Long-Term Equity Incentive Awards

Employee equity incentive awards are a meaningful way to share the Company’s success with the people who help create it and that includes our named executive officers. Unlike salary or bonuses, equity incentive awards are a long-term investment that aligns our team’s contributions with the Company’s growth. By providing equity incentive awards, we reward dedication and empower our employees as true stakeholders in our shared journey, ensuring mutual success. Equity incentive awards are considered “at-risk” compensation since it is directly tied to the performance of our stock price.

COMPENSATION DISCUSSION AND ANALYSIS

2024 Equity Awards

2024 Awards

In January 2024, Ms. Jones received a sign-on equity grant pursuant to her employment agreement, in the form of 50% stock options and 50% time-based RSUs that vest 25% annually over four years. This grant was intended both to cover equity compensation for her first year and offset equity forfeited at her former employer.

In May 2024, the Compensation Committee recommended to the Section 16 Subcommittee (as defined below) annual equity awards to the other named executive officers, as summarized below. The grant to Ms. Wolfe Herd consisted of 50% stock options and 50% time-based RSUs. Stock options and RSUs granted to Ms. Wolfe Heard were scheduled to vest 25% on March 10, 2025, and the remaining 75% vests in equal quarterly installments thereafter over the remaining three years. Ms. Subramanian’s annual equity refresh award grant consisted of 100% time-based RSUs with equal quarterly vests over 4 years with the first installment scheduled to vest on June 10, 2024.

In June 2024, the Compensation Committee approved an equity grant for Ms. Monteleone comprised of 50% stock options and 50% time-based RSUs. These awards granted to Ms. Monteleone as an annual equity refresh award and to reflect her promotion to Chief Legal Officer were scheduled to vest 25% on March 10, 2025, with the remaining 75% vesting in equal quarterly installments thereafter over the remaining three years. Ms. Franco was not eligible for an equity based award in 2024.

Options expire after 10 years. Stock options and RSUs are subject to continued employment on each vesting date, except as set forth below under “Executive Compensation—Potential Payments upon Termination or Change in Control.” Time-based RSUs and Stock Options were selected as the form of 2024 equity awards to encourage retention of our executive officers, incentivize the achievement of business objectives to create long-term enterprise value and align the most significant portion of our NEO’s compensation with our stock price performance.

Retirement and Other Benefits

Our named executive officers are eligible to receive the same benefits we provide, and to participate in all plans we offer, to other full-time employees, including: health and dental insurance; group term life insurance; long-term disability insurance; other health and welfare benefits; and our 401(k) Savings Plan.

Perquisites

We do not offer significant perquisites as part of our compensation program. However, Ms. Wolfe Herd’s employment agreement includes the following perquisites: a car lease, childcare and related travel and lodging expenses when Ms. Wolfe Herd travels with her children and security for Ms. Wolfe Herd at Company offices and when traveling. In 2024, Ms. Wolfe Herd did not receive perquisites in excess of $10,000.

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COMPENSATION DISCUSSION AND ANALYSIS

Employment Agreements

Bumble Holdings entered into an employment agreement with Ms. Wolfe Herd, dated as of January 29, 2020, which was updated with a letter agreement, dated December 29, 2023 setting forth the terms of her employment as the Company’s Executive Chair, effective January 2, 2024. Bumble Trading LLC entered into an employment agreement with Ms. Jones, dated as of November 3, 2023. Bumble Trading LLC also entered into an amended and restated employment agreement with Ms. Subramanian, dated as of September 23, 2022 and amended February 22, 2023, and with Ms. Franco, dated as of September 22, 2022 and amended February 22, 2023. Bumble Trading LLC entered into an employment agreement with Ms. Monteleone dated as of June 12, 2024. We refer to these agreements as the Wolfe Herd agreement, the Jones agreement, the Subramanian agreement, the Franco agreement and the Monteleone agreement, respectively.

See “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Employment Agreements” below for more details on the named executive officer employment agreements.

Risk and Executive Compensation

In reviewing the Company’s compensation policies and practices each year, the Compensation Committee seeks to ensure the executive compensation program provides an appropriate balance of risk and reward consistent with the risk profile of the Company. The Compensation Committee also seeks to ensure the Company’s compensation practices do not encourage excessive risk-taking behavior by the executive team. The Compensation Committee has not identified any risks that are reasonably likely to have a material adverse effect on the Company. The key risk-mitigating practices that we have incorporated into our compensation program include, but are not limited to, the following:

Summary Compensation Table

The following table summarizes compensation earned by our named executive officers for the fiscal years indicated.

Narrative Disclosure to Summary Compensation Table

Employment Agreements

Each of our NEOs is party to an employment agreement, as described below.

Wolfe Herd Agreement

Bumble Holdings entered into an employment agreement with Ms. Wolfe Herd, dated as of January 29, 2020, which we refer to as the Wolfe Herd agreement. The Wolfe Herd agreement provides that Ms. Wolfe Herd will serve as our Chief Executive Officer. The Wolfe Herd agreement had an initial term of three years that automatically

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EXECUTIVE COMPENSATION

renewed on an annual basis unless terminated in accordance with the Wolfe Herd agreement. The Wolfe Herd agreement also provided for (i) an annual base salary of $650,000, subject to annual review and increase (but not decrease) by the Board of Directors and (ii) eligibility to receive an annual bonus, with a target bonus of $450,000. Ms. Wolfe Herd is also entitled to participate in our employee benefit arrangements, on terms and conditions no less favorable than available to any other senior executive and to receive certain perquisites, including continued maintenance of a leased vehicle for the remainder of the current lease term for such vehicle, childcare services when Ms. Wolfe Herd is traveling with her child (or children, as the case may be), and full-time security benefits at any of our offices or when Ms. Wolfe Herd is traveling under circumstances that pose a risk to Ms. Wolfe Herd, as reasonably determined by Ms. Wolfe Herd.

The Wolfe Herd agreement contains restrictive covenants, including confidentiality of information, assignment of certain intellectual property, non-competition, non-solicitation and mutual non-disparagement covenants. The confidentiality covenant and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants are effective both during Ms. Wolfe Herd’s employment with us and until the second anniversary of termination of employment. In addition, the Wolfe Herd agreement further provides for severance benefits, as described below under “Potential Payments upon Termination or Change in Control.”

Ms. Wolfe Herd entered into a letter agreement with the Company on December 29, 2023, setting forth the terms of her employment as the Company’s then Executive Chair, effective January 2, 2024. Pursuant to the letter agreement, 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 as currently in effect, 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, for the 2024 annual grant cycle, Ms. Wolfe Herd was entitled to receive an equity grant comprised of (x) options to acquire shares of the Company with a grant date fair value of $2,500,000 and (y) restricted stock units with a grant date fair value of $2,500,000.

Effective as of March 17, 2025, Ms. Wolfe Herd became our Chief Executive Officer and remains on our Board of Directors (but is no longer the Executive Chair of our Board of Directors). Ms. Wolfe Herd entered into a letter agreement with the Company on February 28, 2025, which supersedes the letter agreement described above 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. Pursuant to this new letter agreement, in connection with her role as our Chief Executive Officer, 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, the new letter agreement provides that Ms. Wolfe Herd is entitled to receive an equity grant comprised of restricted stock units with a grant date fair value of $9 million following the commencement of her resumed role as our Chief Executive Officer.

Jones Agreement

Bumble Trading LLC entered into an employment agreement with Ms. Jones, dated as of November 3, 2023, which we refer to as the Jones agreement, pursuant to which Ms. Jones became our Chief Executive Officer effective January 2, 2024.

The Jones agreement provided for “at will” employment that will continue unless otherwise terminated in accordance with the Jones agreement. The Jones agreement provided for an annual base salary of $650,000, subject to increase in our discretion from time to time and eligibility to receive an annual bonus, with a target bonus equal to 70% of Ms. Jones’ base salary for such year.

The Jones agreement also provided for a one-time cash bonus equal to $1 million payable on the first payroll date following Ms. Jones’ commencement of employment with us. This bonus was subject to repayments upon certain termination events, as described below under “Potential Payments upon Termination or Change in Control.”

EXECUTIVE COMPENSATION

The Jones agreement also provided for sign on equity awards to be granted within thirty days of Ms. Jones’ commencement of her role of Chief Executive Officer, consisting of options to acquire shares of Bumble with a value of $11 million and restricted stock units with a value of $11 million, with each grant vesting in four equal annual installments on the first four anniversaries of the date of grant. In addition, the Jones agreement provides for paid vacation and participation in our employee benefit plans.

The Jones agreement contains restrictive covenants, including confidentiality of information, assignment of certain intellectual property, non-competition, non-solicitation and mutual non-disparagement covenants. The confidentiality covenant and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants are effective both during Ms. Jones employment with us and until the first anniversary of termination of employment. In addition, the Jones Agreement further provides for severance benefits, as described below under “Potential Payments upon Termination or Change in Control.”

On January 13, 2025, Ms. Jones notified the Company of her decision to resign as the Company’s Chief Executive Officer and from her position as a director of the Board, effective as of March 16, 2025. Ms. Jones remained employed by the Company during a transition period which ended on April 13, 2025.

Subramanian Agreement

Bumble Trading LLC entered into an employment agreement with Ms. Subramanian, dated as of August 14, 2020 and amended on March 16, 2022, which was superseded by an amended and restated employment agreement, dated as of September 23, 2022, which was subsequently amended on February 22, 2023, which we refer to as the Subramanian agreement.

The Subramanian agreement provided that Ms. Subramanian would serve as our Chief Financial Officer. The Subramanian agreement further provided for “at will” employment that will continue unless otherwise terminated in accordance with the Subramanian agreement. The Subramanian agreement provided for (i) an annual base salary of $480,000, subject to increase in our discretion from time to time; (ii) eligibility to receive an annual bonus, with a target bonus equal to 80% of Ms. Subramanian’s base salary; (iii) eligibility to participate in the long term equity-based incentive plan of Bumble on a basis generally consistent with other senior executives; (iv) paid vacation; and (v) participation in our employee benefit plans.

The Subramanian agreement contains restrictive covenants, including confidentiality of information, assignment of certain intellectual property, non-competition, non-solicitation and mutual non-disparagement covenants. The confidentiality covenant and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants are effective both during Ms. Subramanian’s employment with us and until the first anniversary of termination of employment. In addition, the Subramanian Agreement further provides for severance benefits, as described below under “Potential Payments upon Termination or Change in Control.”

On November 25, 2024, Ms. Subramanian notified the Company of her decision to resign and she resigned from the Company effective as of March 14, 2025.

Monteleone Agreement

Bumble Trading LLC entered into an employment agreement with Ms. Monteleone effective as of June 12, 2024, which we refer to as the Monteleone agreement.

Pursuant to the Monteleone agreement, Ms. Monteleone served as our Chief Legal Officer. The Monteleone agreement further provides for “at will” employment that will continue unless otherwise terminated in accordance with the Monteleone agreement. The Monteleone agreement provided for (i) an annual base salary of $400,000, subject to increase in our discretion from time to time; (ii) eligibility to receive an annual bonus, with a target bonus equal to 70% of Ms. Monteleone’s base salary, except that with respect to the 2024 fiscal year Ms. Monteleone’s target bonus will be determined on a pro-rata basis according to her target bonus percentage and base salary for the portion of the year prior to the effectiveness of the Monteleone agreement and the target bonus and base salary