Bumble Inc.

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On October 12, 2026, Bumble Inc., a Delaware corporation (“Bumble” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Buzz Holdings L.P., (“Opco”), a Delaware limited partnership, Ithaca Holdco, Inc., a Delaware corporation (“Ithaca”), Oak Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Ithaca (“Merger Sub 1”), and Oak Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ithaca (“Merger Sub 2” and collectively with Merger Sub 1, the “Merger Subs” and each a “Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub 1 will merge with and into the Company (the “Corporate Merger”), with the Company surviving the Corporate Merger as a wholly owned subsidiary of Ithaca, and Merger Sub 2 will merge with and into Opco (the “Opco Merger”, together with the Corporate Merger, the “Mergers”), with Opco surviving the Opco Merger as a wholly owned subsidiary of Ithaca. The board of directors (the “Board”) of the Company, acting upon the unanimous recommendation of a special committee consisting only of independent and disinterested directors of the Company empowered with full power and authority to evaluate the Company’s strategic alternatives (the “Special Committee”), unanimously approved the transactions contemplated by the Merger Agreement (the “Transactions”). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Corporate Merger (the “Effective Time”), (i) each share of Class A common stock of the Company, par value $0.01 per share (the “Class A Common Stock”) outstanding immediately prior to the Effective Time (other than dissenting shares, cancelled shares or shares subject to the rollover) will be converted into the right to receive $6.05 in cash, without interest (the “Class A Per Share Price”), (ii) each share of Class B common stock of the Company, par value $0.01 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Company Common Stock”) outstanding immediately prior to the Effective Time (other than dissenting shares, cancelled shares or shares subject to the rollover) will be converted into the right to receive $0.000001 in cash, without interest (the “Class B Per Share Price”), and (iii) each common unit of Opco (the “Opco Common Units”) outstanding immediately prior to the effective time of the Opco Merger (other than cancelled Opco Common Units or Opco Common Units owned directly or indirectly by the Company) will be converted into the right to receive an amount in cash equal to the excess of the Class A Per Share Price over the Class B Per Share Price, without interest. Treatment of Company Equity Awards At the Effective Time, outstanding equity awards of the Company will be treated as follows: Options. Each option to purchase shares of Company Common Stock (“Option”) that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be automatically cancelled for no consideration. RSUs. Each restricted stock unit (“RSU”) that is outstanding and, as of immediately prior to the Effective Time, (i) vested, (ii) vests in accordance with its terms as a result of the consummation of the Merger or (iii) is held by a non-employee director or the Company’s Founder and Chief Executive Officer, Whitney Wolfe Herd (collectively, the “Vested Company RSUs”), will be automatically cancelled and converted into the right of the holder to receive a cash payment, without interest, in an amount equal to the product of (A) the Class A Per Share Price multiplied by (B) the number of shares of Company Common Stock underlying such Vested Company RSU. Each RSU that is not a Vested Company RSU (the “Unvested Company RSUs”) will be cancelled and converted into the contingent right to receive a cash payment, without interest, in an amount equal to the product of (A) the Class A Per Share Price multiplied by (B) the number of shares of Company Common Stock underlying such Unvested Company RSU (the “Cash Replacement RSU Amount”). Each Cash Replacement RSU Amount will, subject to the holder’s continued service with Ithaca or its affiliates (including the Company or its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement RSU Amount was exchanged would have vested and been payable. Each Cash Replacement RSU Amount will otherwise have the same terms and conditions (including any “double-trigger” vesting protections) as applied to the Unvested Company RSU for which it was exchanged, except for terms rendered inoperative by reason of the Merger and other administrative or ministerial changes reasonably determined by Ithaca that do not adversely impact the holder of the Unvested Company RSU. Any portion of a Cash Replacement RSU Amount that vests will be paid no later than the second regularly scheduled payroll date following the date on which such portion vests. Incentive Units. Each incentive unit of Opco that is outstanding as of immediately prior to the effective time of the merger of Merger Sub 2 with and into Opco will be automatically forfeited and cancelled without consideration. ESPP. No offering or purchase period under the Company’s 2021 Employee Stock Purchase Plan (the “Company ESPP”) will be authorized or commenced on or after the date of the Merger Agreement, and the Company ESPP will terminate effective as of the Effective Time. Closing Conditions Under the terms of the Merger Agreement, the completion of the Mergers is subject to certain customary closing conditions, including, among others: (i) the adoption of the Merger Agreement by the delivery of a duly executed stockholder written consent (the “Company Stockholder Approval”) by the Principal Stockholders (as defined in the Merger Agreement); (ii) the absence of any order issued by a governmental authority of competent jurisdiction or law prohibiting the consummation of the Mergers; (iii) the expiration or termination of the waiting period applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) certain other approvals and clearances by government authorities (including the expiration of any waiting periods in respect thereof), (v) the mailing of an information statement (the “Information Statement”) pursuant to Schedule 14C of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and the passage of 20 days; (vi) the accuracy of the representations and warranties of the parties (subject to customary materiality qualifiers); (vii) each party’s performance in all material respects of its covenants and obligations contained in the Merger Agreement; and (viii) in the case of Ithaca’s obligation to close, the absence of the occurrence of a material adverse effect on the Company. The Merger Agreement does not contain a financing condition. Following the execution of the Merger Agreement, the Principal Stockholders executed and delivered to the Company a written consent adopting the Merger Agreement and approving the Mergers (the “Stockholder Consent”), thereby providing the required stockholder approval for the Mergers. No further action by holders of shares of Company Common Stock is required to complete the Mergers. No-Shop Under the Merger Agreement, the Company is subject to a customary “no-shop” provision that restricts the Company (including, as applicable, the Board and the Special Committee), its subsidiaries and their respective representatives from soliciting Acquisition Proposals (as defined in the Merger Agreement) from third parties or providing information to or participating in any discussions or negotiations with third parties regarding Acquisition Proposals. Prior to the receipt of the Company Stockholder Approval, the “no-shop” provision permitted the Company, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide non-public information and engage in discussions and negotiations with respect to an unsolicited Acquisition Proposal that would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement). Termination; Termination Fees The Merger Agreement contains certain termination rights for the Company and Ithaca, including the right of either party to terminate the Merger Agreement if the Merger is not consummated on or before July 12, 2027 (the “End Date”). The Merger Agreement also provided that the Company would have been required to pay Ithaca a termination fee of $29,000,000 (the “Company Termination Fee”) under certain specified circumstances prior to delivery of the Stockholder Consent. The Company Termination Fee may also become payable by the Company if the Merger Agreement is terminated under certain specified circumstances as set forth in the Merger Agreement, prior to such termination an Acquisition Proposal has been publicly announced and not withdrawn and, within 12 months following such termination, the Company consummates or enters into a definitive agreement providing for an Acquisition Proposal. Under certain circumstances, including upon the occurrence of a material and uncured breach by Ithaca that would cause a closing condition to not be satisfied, Ithaca’s failure to close when otherwise required to do so by the terms of the Merger Agreement or the termination of the Merger Agreement at the End Date when the Company would otherwise have been entitled to terminate it under certain circumstances, Ithaca will pay to the Company a parent termination fee of $102,000,000 (the “Parent Termination Fee”). The Parent Termination Fee is required to be deposited into an escrow account by October 19, 2026. Representations, Warranties and Covenants The Merger Agreement contains customary representations, warranties and covenants made by each of the Company, Opco, Ithaca and the Merger Subs, including, among others, covenants by the Company (i) to use commercially reasonable efforts to carry on its business in the ordinary course consistent with past practice in all material respects during the period between the execution of the Merger Agreement and the consummation of the Mergers and (ii) not to engage in specified types of transactions or take specified actions during such period unless agreed to in writing by Ithaca. Equity Commitment Pursuant to an equity commitment letter, dated October 12, 2026, Greenoaks Prime Radiant LP agreed to provide equity financing in the aggregate amount set forth therein. Rollover Agreement Concurrently with the execution of the Merger Agreement, Ms. Wolfe Herd and Beehive Holdings III, LP, an entity affiliated with Ms. Wolfe Herd (“Beehive Holdings”), entered into a rollover agreement with Ithaca and certain of its affiliates, pursuant to which, among other things, Beehive Holdings will, subject to the terms and conditions set forth therein, contribute shares of Class A Common Stock to Oak Topco, Inc., a wholly owned subsidiary of Ithaca, in exchange for equity interests in Oak Topco, Inc. Such shares will not be entitled to receive the Class A Per Share Price. Description of Merger Agreement Not Complete The Merger Agreement and the above description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about the Company, Ithaca or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the parties in connection with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made by each party for the purposes of allocating contractual risk between the parties. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties that is or will be contained in, or incorporated by reference into, the Information Statement, the transaction statement on Schedule 13E-3 to be filed by the Company, Ithaca and certain other persons in connection with the Merger, the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and other documents that the parties will file with the SEC. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Ithaca or any of their respective subsidiaries, affiliates or businesses. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. Item 7.01. Regulation FD Disclosure. Press Release Attached as Exhibit 99.1 to this Report is the press release jointly issued by the parties announcing the Transactions on October 13, 2026. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01. The information set forth in this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure. Press Release Attached as Exhibit 99.1 to this Report is the press release jointly issued by the parties announcing the Transactions on October 13, 2026. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01. The information set forth in this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.