Bumble Inc.: Form 10-Q for the period ended Jun 30, 2025

You should read the following discussion and analysis of the financial condition and results of operations of Bumble Inc. in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in Part I, “Item 1 – Financial Statements (Unaudited).” This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, without limitation, those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and those identified under “Special Note Regarding Forward-Looking Statements” herein and Part I, “Item 1A—Risk Factors" in our 2024 Form 10-K.

Overview

We provide online dating and social networking applications through free, subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble operates a family of apps, including Bumble, Bumble For Friends, Badoo, and Geneva. Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move. Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in several countries in Europe and Latin America. Building on the BFF mode in Bumble app, in July 2023 we officially launched a standalone Bumble For Friends app. Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections. In July 2024, we acquired Geneva, through which we aim to expand the Bumble For Friends experience from one-to-one connections to groups and communities to serve the many ways people seek friendships. As part of our strategic priorities, we decided to discontinue our operation of the Fruitz and Official apps. During the second quarter, we shut down the Official app. In June 2025, we entered into an agreement with a third-party to sell our subsidiary, Flashgap SAS (popularly known as Fruitz app). The sale was completed in July 2025.

Quarter ended June 30, 2025 Consolidated Results

For the three months ended June 30, 2025 and 2024, we generated:

• Total revenue of $248.2 million and $268.6 million, respectively;
• Bumble App Revenue of $201.4 million and $218.0 million, respectively;
• Badoo App and Other Revenue of $46.8 million and $50.6 million, respectively;
• Net loss was $367.0 million, or (147.8)% of revenue, which included a $404.9 million impairment loss, compared to net earnings of $37.7 million, or 14.0% of revenue; and
• Adjusted EBITDA of $94.6 million and $75.0 million, respectively, representing Adjusted EBITDA margins of 38.1% and 27.9%, respectively.

Year-to-Date ended June 30, 2025 Consolidated Results

For the six months ended June 30, 2025 and 2024, we generated:

• Total revenue of $495.3 million and $536.4 million, respectively;
• Bumble App Revenue of $403.2 million and $433.7 million, respectively;
• Badoo App and Other Revenue of $92.1 million and $102.7 million, respectively;
• Net loss was $347.2 million, or (70.1)% of revenue, which included a $408.5 million impairment loss, compared to net earnings of $71.6 million, or 13.3% of revenue; and
• Adjusted EBITDA of $159.0 million and $149.0 million, respectively, representing Adjusted EBITDA margins of 32.1% and 27.8%, respectively.
• Net cash provided by operating activities of $114.5 million and $35.3 million, respectively, and operating cash flow conversion of * and 49.4%, respectively; and
• Free cash flow of $108.6 million and $30.8 million, respectively, representing free cash flow conversion of 68.3% and 20.7%, respectively.

* Not meaningful

For a reconciliation of Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Free Cash Flow Conversion, which are all non-GAAP measures, to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion useful and a discussion of the material risks and limitations of these measures, please see “Non-GAAP Financial Measures.”

Key Operating and Financial Metrics

We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe these non-GAAP and operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.

The following metrics were calculated excluding paying users and revenue generated from Official, advertising and partnerships or affiliates. As of June 30, 2025, Geneva had not generated any revenue, and therefore, is excluded from our key operating metrics.

(In thousands, except ARPPU)

(In thousands, except per share data and percentages)

(In thousands)

Profitability and Liquidity

We use net earnings (loss) and net cash provided by (used in) operating activities to assess our profitability and liquidity, respectively. In addition to net earnings (loss) and net cash provided by (used in) operating activities, we also use the following measures:

• Adjusted EBITDA. We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, 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, investments in equity securities, 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. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
• Free cash flow. We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA.

Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.

See “Non-GAAP Financial Measures” for additional information and a reconciliation of net earnings (loss) to Adjusted EBITDA and Adjusted EBITDA margin and net cash provided by (used in) operating activities to free cash flow.

Key Factors Affecting our Performance

Our results of operations and financial condition have been, and will continue to be, affected by a number of factors, including those discussed below.

Growth Strategy

As previously disclosed, we are in the process of implementing a new strategy and transformation plan intended to deliver durable member value and drive long-term sustainable revenue. As part of this strategy, we are focusing on fostering a vibrant and healthy membership base, improving the member experience through product innovation, including increased use of artificial intelligence in our product and in the optimization of our operations, modernizing our technology to better deliver product innovation, and evolving our revenue strategy to ensure we deliver value at every step of our members’ journey. To align with these priorities, we have strategically shifted away from paid member acquisition and performance marketing in favor of brand and organic investment. As we address these areas of focus, our member growth and success in attracting new members, member engagement and monetization may be negatively impacted. In addition, efforts to improve the health of our membership base, including the removal of bad actors from our apps and strategically reducing paid performance marketing for member acquisition, may adversely affect revenue and paying users in the short term. Furthermore, if we do not successfully implement our new strategy, our business, financial condition and results of operations could be materially adversely affected.

See also “If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” of our 2024 Form 10-K.

Macroeconomic Conditions

Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary, and trade policy, including the recent introduction of higher tariffs by the U.S. government, and fluctuations in foreign currency exchange rates have impacted and may continue to impact our results of operations, as well as our members who face greater pressure on disposable income. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.

For additional information, see “Risk Factors—General Risk Factors—We are exposed to changes in the global macroeconomic environment beyond our control, which may adversely affect consumer discretionary spending, demand for our products and services, our expenses, and our ability to execute strategic plans.” in Part I, “Item 1A—Risk Factors” of our 2024 Form 10-K.

Factors Affecting the Comparability of Our Results of Operations

As a result of a number of factors, our historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

Share Repurchase Program

We have a share repurchase program whereby our Board of Directors has authorized us to repurchase up to $450.0 million in Class A common stock. During the six months ended June 30, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. During the six months ended June 30, 2024, we repurchased 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. There were no share repurchases during the three months ended June 30, 2025 and 2024. As of June 30, 2025, a total of $50.1 million remained available for repurchase under the repurchase program.

For additional information, see Note 2, Summary of Selected Significant Accounting Policies —Share Repurchase Program, Note 13, Related Party Transactions — Share Repurchase, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

Tax Receivable Agreement

In connection with certain reorganization transactions and our initial public offering (“IPO”), we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are dependent upon future taxable income. During the six months ended June 30, 2025, our tax receivable agreement liability decreased by a net $17.0 million due to the tax receivable agreement payment made in the first quarter of 2025 and the impact of share repurchases.

For additional information, see “Risk Factors—Bumble Inc. will be required to pay certain of our pre-IPO owners for most of the benefits relating to tax depreciation or amortization deductions that we may claim as a result of Bumble Inc.’s allocable share of existing tax basis acquired in the IPO, Bumble Inc.’s increase in its allocable share of existing tax basis and anticipated tax basis adjustments we receive in connection with sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after the IPO and our utilization of certain tax attributes of the Blocker Companies”, “Risk Factors—In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits Bumble Inc. realizes in respect of the tax attributes subject to the tax receivable agreement.” in each case, in Part I, “Item 1A—Risk Factors” of our 2024 Form 10-K, and Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

Impairment Charges

During the three months ended June 30, 2025, we identified a potential impairment triggering event related to our indefinite-lived assets and goodwill. The triggering event was related to our revised 2025 outlook, which reflects a strategic shift to improve the health of our membership base. As a result, we performed an interim impairment test. Based on the results of the test, we recognized impairment charges of $140.0 million for indefinite-lived intangible assets and $258.1 million for goodwill during the three months ended June 30, 2025. We also recorded an impairment charge of $6.8 million during the three months ended June 30, 2025 in conjunction with the classification of Fruitz to held for sale. In addition, during the three months ended March 31, 2025, we recognized impairment charges of $3.6 million for the Official asset group due to the anticipated discontinuation of the Official app. There were no impairment charges recorded for the three and six months ended June 30, 2024.

We have historically recorded impairment charges related to our indefinite-lived assets, long-lived assets and definite-lived intangible assets, and goodwill. It is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired. A change in corporate strategy, a further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future. In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.

For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Goodwill, Indefinite-lived Intangible Assets and Long-lived Assets and Definite-lived Intangible Assets, Note 5, Goodwill and Intangible Assets, Net, and Note 6, Asset Held for Sale to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

Acquisition

On July 1, 2024, we completed the acquisition of Geneva Technologies Inc. (“Geneva”) for total cash consideration of $17.5 million, net of cash acquired, of which $17.2 million was allocated to developed technology and $0.3 million was allocated to other assets and liabilities.

For additional information, see Note 8, Goodwill and Intangible Assets, Net to our consolidated financial statements included in Part II, “Item 8—Financial Statements and Supplementary Data” of our 2024 Form 10-K.

Restructuring

In June 2025, we announced our decision to reduce our global workforce (the “2025 Restructuring Plan”) by approximately 240 roles, representing approximately 30% of our employees, as we realign our operating structure to optimize execution on our strategic priorities. As a result, we expect to incur approximately $13.0 million to $18.0 million of total non-recurring charges through the fourth quarter of 2025, consisting primarily of employee severance, benefits, and related charges for impacted employees.

In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps. The Official app was discontinued during the second quarter of 2025 and Fruitz was sold to a third party in July 2025. We expect to incur approximately $1.4 million of expenses through the third quarter of 2025, primarily related to employee severance, benefits and related charges for impacted employees.

On February 27, 2024, we announced our restructuring plan (the “2024 Restructuring Plan”) to reduce our global workforce by approximately 350 roles to better align our operating model with future strategic priorities and to drive stronger operating leverage. The 2024 Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges, consisting primarily of employee severance, benefits, and related charges for impacted employees.

For additional information, see Note 7, Restructuring, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

Components of Results of Operations

Our business is organized into a single reportable segment.

Revenue

We monetize the Bumble, Bumble For Friends, Badoo, Fruitz and Official apps via a freemium model where the use of our service is free and a subset of our members pay for subscriptions or in-app purchases to access premium features. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases.

We also earn revenue from online advertising and partnerships, which are not a significant part of our business. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.

Cost of revenue

Cost of revenue consists primarily of in-app purchase fees due on payments processed through the Apple App Store and Google Play Store. Purchases on Android, mobile web and desktop may have additional payment methods, such as credit card or via telecom providers. These purchases incur fees which vary depending on payment method. Purchase fees are deferred and expensed over the same period as revenue.

Cost of revenue also includes data center expenses such as rent, power and bandwidth for running servers, cloud hosting costs, employee compensation (including stock-based compensation) and other employee related costs, impairment of capitalized aggregator costs associated with breakage revenue and restructuring charges. Expenses relating to member care functions such as member support, moderators and other auxiliary costs associated with providing services to members such as fraud prevention are also included within cost of revenue.

Selling and marketing expense

Selling and marketing expense consists primarily of brand marketing, digital and social media spend, field marketing, restructuring charges, compensation expense (including stock-based compensation) and other employee-related costs for personnel engaged in sales and marketing functions.

General and administrative expense

General and administrative expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources. General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims and accruals for future legal obligations that are deemed probable and estimable, restructuring charges and other administrative expenses.

Product development expense

Product development expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, as well as restructuring charges.

Depreciation and amortization expense

Depreciation and amortization expense is primarily related to computer equipment, leasehold improvements, furniture and fixtures, developed technology, user base, white label contracts, trademarks and other definite-lived intangible assets.

Impairment loss

Impairment loss relates to impairment charges to indefinite-lived intangible assets, long-lived assets and definite-lived intangible assets, and goodwill as applicable.

Interest income (expense), net

Interest income (expense), net consists of interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.

Other income (expense), net

Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement (benefit) expense, sub-lease income and investments in equity securities.

Income tax benefit (provision)

Income tax benefit (provision) represents the income tax benefit or expense associated with our operations based on the tax laws of the jurisdictions in which we operate. These foreign jurisdictions have different statutory tax rates than the United States. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.

Results of Operations

The following table sets forth our unaudited condensed consolidated statement of operations information for the periods presented:

(In thousands)

36

The following table sets forth our unaudited condensed consolidated statement of operations information as a percentage of revenue for the periods presented:

The following table sets forth the stock-based compensation expense, included in operating costs and expenses:

(In thousands)

During the three and six months ended June 30, 2025, stock-based compensation expense was higher compared to the same period in 2024, primarily due to forfeitures and headcount reductions associated with the 2024 Restructuring Plan. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Revenue

Total Revenue was $248.2 million for the three months ended June 30, 2025, compared to $268.6 million for the same period in 2024. The decrease was primarily driven by a decline in Total Paying Users, partially offset by an increase in Total Average Revenue per Paying User and favorable fluctuations in foreign currency exchange rates.

Bumble App Revenue was $201.4 million for the three months ended June 30, 2025, compared to $218.0 million for the same period in 2024. This decrease was primarily driven by an 11.3% decline in Bumble App Paying Users to 2.5 million, partially offset by a 4.1% increase in Bumble App ARPPU to $26.85 and favorable fluctuations in foreign currency exchange rates.

Badoo App and Other Revenue was $46.8 million for the three months ended June 30, 2025, compared to $50.6 million for the same period in 2024. This decrease was primarily driven by a 3.3% decline in Badoo App and Other Paying Users to 1.3 million and a 3.0% decline in Badoo App and Other ARPPU to $11.57, partially offset by favorable fluctuations in foreign currency exchange rates.

Total Revenue was $495.3 million for the six months ended June 30, 2025, compared to $536.4 million for the same period in 2024. The decrease was primarily driven by a decline in Total Paying Users, a decline in Total Average Revenue per Paying User, and unfavorable fluctuations in foreign currency exchange rates.

Bumble App Revenue was $403.2 million for the six months ended June 30, 2025, compared to $433.7 million for the same period in 2024. This decrease was primarily driven by a 6.1% decline in Bumble App Paying Users to 2.6 million, a 1.0% decline in Bumble App ARPPU to $25.81, and unfavorable fluctuations in foreign currency exchange rates.

Badoo App and Other Revenue was $92.1 million for the six months ended June 30, 2025, compared to $102.7 million for the same period in 2024. This decrease was primarily driven by a 1.2% decline in Badoo App and Other Paying Users to 1.3 million, a 8.2% decline in Badoo App and Other ARPPU to $11.14, and unfavorable fluctuations in foreign currency exchange rates.

Cost of revenue

(In thousands, except percentages)

Cost of revenue for the three months ended June 30, 2025 decreased by $5.7 million, or 7.1%, compared to the same period in 2024. Cost of revenue for the six months ended June 30, 2025 decreased by $13.6 million, or 8.5%, compared to the same period in 2024. The decreases in cost of revenue for the three and six months ended June 30, 2025 were driven primarily by decreases in in-app purchase fees due to lower revenue.

As a percentage of revenue, cost of revenue for the three months ended June 30, 2025 increased compared to the same period in 2024, primarily due to an increase in personnel costs associated with the 2025 Restructuring Plan and increased fraud prevention expenses, partially offset by a reduction in Apple fees as a result of opting into Apple's European Union terms in the first quarter of 2025. As a percentage of revenue, cost of revenue decreased for the six months ended June 30, 2025 as compared to the same period in 2024, primarily due to the reduction in Apple fees as a result of opting into Apple's European Union terms in the first quarter of 2025, partially offset by increased fraud prevention expenses.

Selling and marketing expense

(In thousands, except percentages)

Selling and marketing expense for the three months ended June 30, 2025 decreased by $35.5 million, or 52.5%, compared to the same period in 2024, primarily due to a $34.4 million decrease in marketing costs.

Selling and marketing expense for the six months ended June 30, 2025 decreased by $39.4 million, or 30.0%, compared to the same period in 2024. The change was primarily due to a $36.8 million decrease in marketing costs and a $5.3 million decrease in personnel costs from restructuring-related headcount reductions, partially offset by an increase in stock-based compensation driven by higher restructuring-related forfeitures in the 2024 period.

The decrease in marketing expense in the three and six months ended June 30, 2025 was primarily due to our decision to remove certain planned spend during the second quarter of 2025, in particular on non-organic channels. These reductions reflect our strategic shift away from paid member acquisition and performance marketing in favor of brand and organic investment.

General and administrative expense

(In thousands, except percentages)

General and administrative expense for the three months ended June 30, 2025 decreased by $0.2 million, or 0.5%, compared to the same period in 2024. The change was primarily driven by a $4.4 million decrease in stock-based compensation primarily due to the departure of officers in the first quarter of 2025, a $2.1 million decrease in legal and professional fees, and a $0.9 million decrease in other overheads, partially offset by a $5.4 million unfavorable fluctuation in fair value of the contingent earn-out liabilities and a $1.5 million increase in personnel costs.

General and administrative expense for the six months ended June 30, 2025 increased by $0.6 million, or 1.1%, compared to the same period in 2024. The change was primarily driven by an $18.8 million unfavorable fluctuation in fair value of the contingent earn-out liabilities, partially offset by a $7.3 million decrease in legal and professional fees, a $6.8 million decrease in stock-based compensation primarily due to the departure of officers in the first quarter of 2025, and a $3.5 million decrease in personnel costs from restructuring-related headcount reductions.

Product development expense

(In thousands, except percentages)

Product development expense in the three months ended June 30, 2025 increased by $16.8 million, or 107.0%, compared to the same period in 2024. The change was primarily driven by a $7.8 million increase in personnel costs primarily associated with the 2025 Restructuring Plan, a $7.1 million increase in stock-based compensation due to equity awards granted in 2025 and higher restructuring-related forfeitures in the 2024 period, and a $1.5 million increase in subscription expense.

Product development expense in the six months ended June 30, 2025 increased by $15.3 million, or 29.6%, compared to the same period in 2024. The change was primarily driven by a $12.3 million increase in stock-based compensation due to equity awards granted in the first six months of 2025 and higher restructuring-related forfeitures in the 2024 period, as well as a $2.5 million increase in subscription expense.

Depreciation and amortization expense

(In thousands, except percentages)

Depreciation and amortization expense for the three months ended June 30, 2025 decreased by $10.4 million, or 61.0%, compared to the same period in 2024. For the six months ended June 30, 2025, depreciation and amortization expense decreased by $18.0 million, or 52.6%, compared to the same period in 2024. The decreases in depreciation and amortization expense for the three and six months ended June 30, 2025 were primarily driven by the full amortization of Bumble and Badoo's developed technology in February 2025.

Impairment loss

(In thousands, except percentages)

39

During the three months ended June 30, 2025, we recognized impairment charges of $258.1 million for goodwill, $140.0 million for our indefinite-lived intangible assets and $6.8 million for Fruitz. In addition, we recognized an impairment charge of $3.6 million for the Official asset group in the three months ended March 31, 2025. There were no impairment charges recorded for the three and six months ended June 30, 2024. For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Goodwill, Indefinite-lived Intangible Assets, Long-lived Assets and Definite-lived Intangible Assets, Note 5, Goodwill and Intangible Assets, Net, and Note 6, Asset Held for Sale to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

Interest expense, net

(In thousands, except percentages)

Interest expense, net for the three months ended June 30, 2025 increased by $1.2 million, or 13.0%, compared to the same period in 2024. Interest expense, net for the six months ended June 30, 2025 increased by $4.3 million, or 23.9%, compared to the same period in 2024. These changes for the three and six months ended June 30, 2025 were primarily driven by lower interest income on our interest rate swaps and reduced investments in money market funds, partially offset by a decrease in interest rates on our outstanding debt under the Credit Agreement.

Other income (expense), net

(In thousands, except percentages)

Other income (expense), net for the three months ended June 30, 2025 was $(11.9) million, compared to $(0.6) million for the same period in 2024. Other income (expense), net for the six months ended June 30, 2025 was $(18.7) million, compared to $0.9 million for the same period in 2024. These changes for the three and six months ended June 30, 2025 were primarily driven by net foreign currency exchange losses.

Income tax provision

(In thousands, except percentages)

Income tax provision was $6.5 million for the three months ended June 30, 2025, compared to $4.6 million for the same period in 2024 and $12.5 million for the six months ended June 30, 2025, compared to $12.1 million for the same period in 2024. The income tax provision increased year over year for both the three and six months ended June 30, 2025 primarily due to higher foreign taxes resulting from a shift in the jurisdictional mix of earnings.

One Big Beautiful Bill Act

On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act, was enacted in the U.S., which includes a broad range of tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act provisions (both domestic and international), and provisions allowing accelerated tax deductions for qualified property and research expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. While we are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position, we expect that the legislation will likely not have a material impact on our financial statements. As the legislation was signed into law after June 30, 2025, it had no impact on our operating results for the three months and six months ended June 30, 2025.

Pillar Two Minimum Tax

On December 20, 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where we operate, including the UK and certain EU member states, and is effective for our financial year beginning January 1, 2024. We have performed an assessment of our exposure to Pillar Two income taxes, including our ability to qualify for transitional safe harbor relief under the GloBE rules. While we expect to qualify for transitional safe harbor relief in most jurisdictions in which we operate, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as “stateless” constituent entities under the Pillar Two model rules. Our income tax provision for the three and six months ended June 30, 2025 and June 30, 2024, includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. We are monitoring the implementation of Pillar Two legislation (both proposed and enacted) by individual countries, including the release of administrative guidance on the application of the GloBE rules, and will continue to evaluate the potential impact to our financial position. In addition, in January 2025, the United States issued an executive order announcing opposition to aspects of these rules. Accordingly, we are still evaluating the potential consequences of Pillar Two on our longer-term financial position.

On June 28, 2025, the G7 announced a political agreement indicating that U.S.-parented multinational enterprises would not be subject to additional top-up taxes under the OECD Pillar Two global minimum tax rules in other jurisdictions. We are evaluating the potential implications of this statement; however, given the preliminary nature of the announcement and the absence of implementing legislation or guidance, no impact has been recorded. We will continue to monitor the implementation of Pillar Two legislation (both proposed and enacted) by individual countries, including the release of administrative guidance on the application of the GloBE rules, and the potential impact to our financial position.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP, however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, investments in equity securities, 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 costs associated with restructuring, as management does not believe these expenses are representative of our core earnings.

We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue. In addition to Adjusted EBITDA and Adjusted EBITDA margin, we believe free cash flow and free cash flow conversion provide useful information regarding how cash provided by (used in) operating activities compares to the capital expenditures required to maintain and grow our business, and our available liquidity, after funding such capital expenditures, to service our debt, fund strategic initiatives, effectuate discretionary share repurchases and strengthen our balance sheet, as well as our ability to convert our earnings to cash. Additionally, we believe such metrics are widely used by investors, securities analysts, ratings agencies and other parties in evaluating liquidity and debt-service capabilities. We calculate free cash flow and free cash flow conversion using methodologies that we believe can provide useful supplemental information to help investors better understand underlying trends in our business.

Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:

• Adjusted EBITDA and Adjusted EBITDA margin exclude the recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;
• Adjusted EBITDA and Adjusted EBITDA margin do not reflect changes in, or cash requirements for, our working capital needs;
• Adjusted EBITDA and Adjusted EBITDA margin exclude stock-based compensation expense and employer costs related to stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;
• Adjusted EBITDA and Adjusted EBITDA margin do not reflect the interest and derivative (gains) losses, net or the cash requirements to service interest or principal payments on our indebtedness, and free cash flow does not reflect the cash requirements to service principal payments on our indebtedness;
• Adjusted EBITDA and Adjusted EBITDA margin do not reflect income tax (benefit) provision we are required to make; and
• Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.

Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.

To properly and prudently evaluate our business, we encourage investors to review the financial statements included elsewhere in this report and not rely on a single financial measure to evaluate our business. We also strongly urge investors to review the reconciliation of net earnings (loss) to Adjusted EBITDA, the computation of Adjusted EBITDA margin as compared to net earnings (loss) margin which is net earnings (loss) as a percentage of revenue, the reconciliation of net cash provided by (used in) operating activities to free cash flow, and the computation of free cash flow conversion as compared to operating cash flow conversion, which is net cash provided by (used in) operating activities as a percentage of net earnings (loss) in each case set forth below.

We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, 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, investments in equity securities, 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. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA. Operating cash flow conversion represents net cash provided by (used in) operating activities as a percentage of net earnings (loss).

The following table reconciles our non-GAAP financial measures to the most comparable GAAP financial measures for the periods presented:

(In thousands, except percentages)

* Not meaningful

(1) Includes interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.

(2) Represents employer portion of Social Security and Medicare payroll taxes domestically, National Insurance contributions in the United Kingdom and comparable costs internationally related to the settlement of equity awards.

(3) Represents certain litigation costs, net of insurance proceeds, associated with pending litigations or settlements of litigation that arise outside of the ordinary course of business.

(4) Represents foreign exchange loss due to foreign currency transactions.

(5) Represents costs associated with discontinuing the operations of the Fruitz and Official apps and the 2025 and 2024 Restructuring Plans, such as severance, benefits and other related costs.

(6) Represents transaction costs primarily related to acquisitions.

(7) Represents recognized adjustments to the tax receivable agreement liability.

(8) Represents impairment charges to the Official asset group in the first quarter of 2025, and to indefinite lived-intangible assets, goodwill and Fruitz asset held for sale in the second quarter of 2025.

Liquidity and Capital Resources

Overview

As of June 30, 2025, we had $261.7 million of cash and cash equivalents, an increase of $57.4 million from December 31, 2024. Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, acquisition of businesses, funding of our debt obligations, partnership tax distributions, paying income taxes and obligations under our tax receivable agreement and effectuating share repurchases as discussed below. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.

We have a share repurchase program of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. During the six months ended June 30, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. During the six months ended June 30, 2024, we repurchased 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. There were no share repurchases during the three months ended June 30, 2025 and 2024. As of June 30, 2025, all treasury shares were retired, and a total of $50.1 million remained available for repurchase under the repurchase program.

In June 2025, we announced our decision to reduce our global workforce by approximately 240 roles, representing approximately 30% of our employees, as we realign our operating structure to optimize execution on our strategic priorities. As a result, we expect to incur approximately $13.0 million to $18.0 million of total non-recurring charges through the fourth quarter of 2025, consisting primarily of employee severance, benefits, and related charges for impacted employees.

In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps. The Official app was discontinued during the second quarter of 2025 and Fruitz was sold to a third party in July 2025. We expect to incur approximately $1.4 million of expenses through the third quarter of 2025, primarily related to employee severance, benefits and related charges for impacted employees.

On February 27, 2024, we announced the adoption of our 2024 Restructuring Plan, which reduced our global workforce. The 2024 Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges through the third quarter of 2024.

During the six months ended June 30, 2025 and 2024, we made cash payments of $1.8 million and $15.2 million, respectively, in connection with our restructuring activities.

Cash Flow Information

The following table summarizes our unaudited condensed consolidated cash flow information for the periods presented:

(In thousands)

Operating activities

Net cash provided by operating activities was $114.5 million and $35.3 million, respectively, in the six months ended June 30, 2025 and 2024, which was driven by net earnings (loss) of $(347.2) million and $71.6 million, non-cash adjustments of $469.6 million and $17.0 million, and changes in assets and liabilities of $(7.9) million and $(53.2) million in the six months ended June 30, 2025 and 2024, respectively. Changes in assets and liabilities in the six months ended June 30, 2025 and 2024 consisted primarily of: changes in accrued expenses and other current liabilities of $(8.6) million and $(25.0) million, respectively, driven by marketing spend, personnel-related expenses, and tax receivable liability payments; and changes in legal liabilities of $0.4 million and $(25.2) million, respectively, driven by litigation settlement payments in the 2024 period.

Investing activities

Net cash used in investing activities related to capital expenditures was $5.9 million and $4.5 million for the six months ended June 30, 2025 and 2024, respectively.

Financing activities

Net cash used in financing activities was $51.4 million and $101.0 million in the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, we used $28.7 million for share repurchases of our Class A common stock, $5.2 million for cash distribution payments to the noncontrolling interest holders and $8.9 million for tax receivable agreement payments. During the six months ended June 30, 2024, we used $62.1 million for share repurchases of our Class A common stock, $5.6 million for cash distribution payments to the noncontrolling interest holders, and Bumble Holdings used $22.2 million for the repurchase of Common Units. During the six months ended June 30, 2025 and 2024, we used $5.7 million and $8.2 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units. During each of the six months ended June 30, 2025 and 2024, we used $2.9 million to repay a portion of the outstanding indebtedness under our Original Term Loan.

Indebtedness

Senior Secured Credit Facilities

We and certain of our wholly owned subsidiaries, including Buzz Finco LLC (the “Borrower”) are party to a credit agreement (as amended, the “Credit Agreement”), pursuant to which we are permitted to borrow $575.0 million through a seven-year term loan (“Original Term Loan”) and $275.0 million through a seven-year incremental term loan (the “Incremental Term Loan,” and collectively with the Original Term Loan, the “Term Loans”), as well as a $50.0 million senior secured revolving credit facility maturing on June 17, 2026 (the “Revolving Credit Facility”) and up to $25.0 million through letters of credit. The forward-looking term rate is based on the Term Secured Overnight Financing Rate (“SOFR”), plus a credit spread adjustment of 0.10% with respect to the Term Loans and 0.00% with respect to loans under the Revolving Credit Facility (Term SOFR plus such credit spread adjustment, “Adjusted Term SOFR”).

Borrowings under the Credit Agreement bear interest at a rate equal to, at the Borrower’s option, either (i) Adjusted Term SOFR for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.0% on the Original Term Loan and 0.50% on the Incremental Term Loan), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest in effect as last quoted by the Wall Street Journal as the “Prime Rate” in the United States, (b) the federal funds effective rate plus 0.50% and (c) Adjusted Term SOFR, for an interest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. The applicable margin for loans under the Revolving Credit Facility is subject to adjustment based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries and is subject to reduction after the consummation of our IPO.

In addition to paying interest on the outstanding principal under the Credit Agreement, the Borrower is required to pay a commitment fee of 0.50% per annum (which is subject to a decrease to 0.375% per annum based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries) to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The Borrower must also pay customary letter of credit fees and an annual administrative agency fee.

The Original Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Original Term Loan Facility outstanding as of the date of the closing of the Original Term Loan Facility, with the balance being payable at maturity on January 29, 2027. The Incremental Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Incremental Term Loan Facility outstanding as of the date of the closing of the Incremental Term Loan Facility, with the balance being payable at maturity on January 29, 2027. Following the $200.0 million aggregate principal payment of outstanding indebtedness during the three months ended March 31, 2021, quarterly installment payments on the Incremental Term Loan Facility are no longer required for the remaining term of the facility. Principal amounts outstanding under the Revolving Credit Facility, as amended, are due and payable in full at maturity on June 17, 2026.

Contractual Obligations and Contingencies

The following table summarizes our contractual obligations as of June 30, 2025:

(In thousands)

45

(1) We have contractual obligations with various third parties. We are committed to pay a minimum of $9.5 million over the period of 12 months beginning November 2024 to one of our third-parties related to cloud services. If at the end of the 12 months, or upon early termination, we have not reached $9.5 million in spend, we will be required to pay for the difference between the sum of fees already incurred and the minimum commitment. As of June 30, 2025, our minimum commitment remaining with this third-party is $4.3 million. In addition, we are committed to pay a total of approximately $12.4 million over a period of 36 months beginning October 2024 to another third-party related to cloud services. At the end of the 36 months, or upon early termination, any unused consumption capacity will expire unless we enter into a renewal agreement. As of June 30, 2025, our total commitment fee remaining with this third-party was $9.0 million. The remaining contractual obligation of $8.8 million as of June 30, 2025 relates to individually immaterial contractual obligations with various other third-party service providers.

Additionally, we have the following contractual obligations not reflected in the table set forth above:

In connection with the IPO, in February 2021, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company’s allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. The payments under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners. The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are not reflected in the contractual obligations table set forth above as they are dependent upon future taxable income. Assuming no material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement, we expect future payments under the tax receivable agreement related to the Offering Transactions and subsequent activity through June 30, 2025 to aggregate to $685.3 million and to range over the next 15 years from approximately $27.6 million to $58.7 million per year and decline thereafter. In determining these estimated future payments, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO but were contemplated to have occurred pursuant to the Blocker Restructuring. The foregoing numbers are merely estimates, and the actual payments could differ materially. For additional information, see Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement, to the unaudited condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”

In connection with the Sponsor Acquisition in January 2020, we entered into a contingent consideration arrangement, consisting of an earn-out payment to the former shareholders of Worldwide Vision Limited of up to $150.0 million. The timing and amount of such payments that we may be required to make is not reflected in the contractual obligations table set forth above as the payment to the former shareholders of Worldwide Vision Limited is dependent upon the achievement of a specified return on invested capital by our Sponsor. For additional information, see Note 9, Fair Value Measurements, to the unaudited condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”

Critical Accounting Policies and Estimates

We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our 2024 Form 10-K for the year ended December 31, 2024. There have been no significant changes to these accounting policies and estimates for the six months ended June 30, 2025.

Related Party Transactions

For discussions of related party transactions, see Note 13, Related Party Transactions, to the condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”

Foreign Currency Exchange Risk

We conduct business in certain foreign markets, primarily in the United Kingdom and the European Union. For the three months ended June 30, 2025 and 2024, revenue outside of the United States accounted for 55.7% and 51.0% of consolidated revenue, respectively. Revenue outside of the United States accounted for 54.6% and 50.6% of consolidated revenue, for the six months ended June 30, 2025 and 2024, respectively. Our primary exposure to foreign currency exchange risk is the underlying paying user’s functional currency other than the U.S. Dollar, primarily the British Pound and Euro. As foreign currency exchange rates change, translation of the statements of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. The average Euro versus the U.S. Dollar exchange rate was 5.3% and 0.9% higher in the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, respectively. The average British Pound versus the U.S. Dollar exchange rate was 5.8% and 2.5% higher in the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, respectively.

Historically, we have not hedged any foreign currency exposures. We have performed a sensitivity analysis as of June 30, 2025 and 2024. A hypothetical 10% change in British Pound and Euro, relative to the U.S. Dollar, would have changed revenue by $12.3 million and $12.4 million for the six months ended June 30, 2025 and 2024, respectively, with all other variables held constant. This accounts for 2% of total revenue for both the six months ended June 30, 2025 and 2024. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.

Interest Rate Risk

At June 30, 2025, we had outstanding debt with a carrying value of $615.2 million. With consideration of the financial impact of our interest rate swaps, a hypothetical interest rate increase of 1% would have increased interest expense for the three and six months ended June 30, 2025 by $0.7 million and $1.4 million, respectively, based upon the outstanding debt balances and interest rates in effect during that period.

Borrowings under our Senior Secured Credit Facilities bear interest at a variable market rate. In order to reduce the financial impact of increases in interest rates, we entered into two interest rate swaps for a total notional amount of $350.0 million on June 22, 2020, which were set to expire on June 30, 2024. In January 2024, we replaced these interest rate swaps and entered into new interest rate swaps for the same notional value of $350.0 million to extend the expiration from June 2024 to January 2027. The financial impact of the interest rate swaps is to fix the variable interest rate element on $350.0 million of the long-term debt at a rate of 3.18%.

For additional information, see Note 10, Debt, to the unaudited condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”

Evaluation of Disclosure Controls and Procedures

Bumble’s management conducted an evaluation, under the supervision and with the participation of its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and our disclosure controls and procedures (as defined by Rule 14a-15(e) and 15d-15(e) of the Exchange Act) at June 30, 2025. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based upon the evaluation, the CEO and CFO concluded that, as a result of material weakness in our internal control identified in connection with the preparation and audit of our consolidated financial statements for the year ended December 31, 2024, the Company’s disclosure controls and procedures were not effective at June 30, 2025.

Notwithstanding this material weakness noted above, our management, including our CEO and CFO, has concluded that our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in accordance with GAAP.

Material Weakness in Internal Control over Financial Reporting

As included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, management identified a material weakness in the design of controls related to foreign currency translation resulting from certain intercompany loan transactions. This resulted in immaterial errors impacting Other income (expense), net and Change in foreign currency translation adjustment for the three and nine months ended September 30, 2024. The errors were corrected for the annual financial statements for the year ended December 31, 2024 and there were no changes to previously released financial statements. However, the control deficiency could have resulted in material misstatements to the consolidated financial statements that would not have been prevented or detected. Accordingly, management has concluded that this control deficiency constituted a material weakness.

After giving full consideration to the material weakness, and the additional analyses and other procedures we performed to ensure that our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q were prepared in accordance with GAAP, our management has concluded that our unaudited condensed consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP. We have developed and are implementing a remediation plan for the material weakness, which is described below.

Remediation Efforts

Management is committed to remediating the material weakness in a timely manner. We are in the process of implementing the following measures:

• Definition of standard operating procedures and accounting policies related to intercompany transactions and related foreign currency effects
• Redesigned controls over intercompany loan transactions to validate completeness and accuracy on a timely basis
• Redesigned quarterly fluctuation analysis to enhance the precision of review and standardize documentation requirements

While management has made progress towards the remediation plan, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective. We will continue to monitor the effectiveness of this remediation plan and refine it as appropriate.

Changes in Internal Control over Financial Reporting

As discussed above, we are implementing our remediation plan related to the material weakness. There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

For a discussion of our risk factors, see Part I, “Item 1A—Risk Factors” of our 2024 Form 10-K. Refer also to the other information set forth in this Quarterly Report on Form 10-Q, including in the “Special Note Regarding Forward-Looking Statements,” and in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 1—Financial Statements (Unaudited).”