Bumble Inc. Stock Compensation Disclosure

Note 15 - Stock-based Compensation

During the year ended December 31, 2024, stock-based compensation expense decreased from the same periods in 2023 and 2022, primarily due to forfeitures and headcount reductions.

2021 Omnibus Plan Adoption

In connection with the IPO, the Company adopted the 2021 Omnibus Plan, which became effective on the date immediately prior to the effective date of the IPO. The Company initially reserved 30,000,000 shares of Class A common stock for the issuance of awards under the 2021 Omnibus Plan. The number of shares available for issuance under the 2021 Omnibus Plan will be increased automatically on January 1 of each fiscal year, by a number of shares of our Class A common stock equal to the least of (i) 12,000,000 shares of Class A common stock; (ii) 5% of the total number of shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year, and (iii) a lower number of shares as may be determined by the Board. For each of 2022 and 2023, the Board affirmed that the number of shares available for issuance under the 2021 Omnibus Plan did not increase pursuant to the automatic adjustment provision. For 2024 and 2025, the Board approved increases of 6,534,381 shares and 5,355,382 shares, respectively, available for issuance under the 2021 Omnibus Plan, which represents, in each case, 5% of the total number of shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year.

Post-IPO Award Reclassification

Prior to the IPO, awards were granted to employees under the Employee Incentive Plan (“Non-U.S. Plan”) and the Equity Incentive Plan (“U.S. Plan”). The participants of the Non-U.S. Plan and U.S. Plan were selected employees of the Company and the subsidiaries. In addition, awards were granted to our founder, Whitney Wolfe Herd under a separate incentive plan (the “Founder Plan”).

In connection with the Company’s IPO, awards under the Founder Plan, U.S. Plan, and Non-U.S. Plan were reclassified as follows:

In each of the above reclassifications, the Post-IPO awards retained the same terms and conditions (including applicable vesting requirement). Each Post-IPO award was converted to reflect the $43.00 share price contemplated in the Company’s IPO while retaining the same economic value in the Company.

At the IPO date, the Company concluded that our public offering represented a qualifying liquidity event that would cause the Exit-Vesting awards’ performance conditions to be probable. As such, the Company has begun to recognize stock-based compensation expense in relation to the Exit-Vesting awards.

Post-IPO Modification of Exit Vesting Awards

On July 15, 2022, the Exit-Vesting awards granted to 386 participants were modified to also provide for time-based vesting in 36 equal installments, with the first installment vesting on August 29, 2022 and subsequent installments vesting on each of the next 35 monthly anniversaries of August 29, 2022, subject to the award holder's continued employment through each applicable vesting date and subject to other terms and conditions of the award. Incremental expense associated with the modification of the Exit-Vesting awards was $35.8 million, which is expected to be recognized over a period of 3.0 years. If the performance conditions are met prior to their respective time-vesting schedules, vesting of these Exit-Vesting awards and the associated stock-based compensation will be accelerated pursuant to the terms of the award agreements.

Incremental expense for the modified Exit-Vesting awards was based on the modification date fair value of modified Exit-Vesting Awards. The modification date fair value was measured using a Monte Carlo model, which incorporates various assumptions noted in the following table. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the observed equity volatility for comparable companies. The expected time to liquidity event was based on management’s estimate of time to an expected liquidity event. The dividend yield was based on the Company’s expected dividend rate. The risk-free interest rate was based on U.S. Treasury zero-coupon issues. Forfeitures are accounted for as they occur.

Compensation cost related to the Exit-Vesting awards for the years ended December 31, 2024, 2023 and 2022 was $2.3 million, $13.2 million and $31.3 million, respectively.

On February 25, 2023, the Board of Directors approved amendments to outstanding Exit-Vesting awards with respect to change in control provisions. The Company reviewed the amendments to the change of control provisions in accordance with ASC 718, Compensation—Stock Compensation, and determined that the modification does not impact the existing expense recognition and financial statement presentation.

Independent Director Compensation Policy

Under the Company’s Non-Employee Director Compensation Policy, as amended, non-employee directors of the Company (other than directors employed by Blackstone), are eligible to be granted initial and annual RSUs.

Stock-Based Compensation Awards

Shares issued for the exercise of stock options or vesting of restricted shares, incentive units, or restricted stock units are issued from authorized but unissued Class A common stock or Common Units.

Incentive Units in Bumble Holdings

The Time-Vesting Incentive Units generally vest over a five-year service period and for which expense is recognized under a graded expense attribution model. As described above in the section headed “Post-IPO Modification of Exit Vesting Awards”, the Exit-Vesting Incentive Units vest in 36 equal monthly installments, beginning on August 29, 2022. If the performance conditions under

which Blackstone and its affiliates receive cash proceeds in respect of certain MOIC and IRR hurdles are met prior to their respective time-vesting schedules, vesting of these Exit-Vesting awards will be accelerated.

As of December 31, 2024, total unrecognized compensation cost related to the Time-Vesting Incentive Units is $0.3 million, which is expected to be recognized over a weighted-average period of 0.2 years. Total unrecognized compensation cost related to the Exit-Vesting Incentive Units is $0.6 million, which is expected to be recognized over a weighted average period of 0.6 years.

Restricted Shares of Class A Common Stock in Bumble Inc.

The Time-Vesting restricted shares of Class A common stock generally vest over a five-year service period and for which expense is recognized under a graded expense attribution model. As described above in the section headed “Post-IPO Modification of Exit Vesting Awards”, the Exit-Vesting restricted shares of Class A common stock vest in 36 equal monthly installments, beginning on August 29, 2022. If the performance conditions under which Blackstone and its affiliates receive cash proceeds in respect of certain MOIC and IRR hurdles are met prior to their respective time-vesting schedules, vesting of these Exit-Vesting awards will be accelerated.

As of December 31, 2024, total unrecognized compensation cost related to the Time-Vesting restricted shares is $1.0 thousand, which is expected to be recognized over a weighted-average period of 0.1 years. Total unrecognized compensation cost related to the Exit-Vesting restricted shares is $6.4 thousand, which is expected to be recognized over a weighted average period of 0.5 years.

RSUs in Bumble Inc.

Time-Vesting RSUs that were granted as a result of the Reclassification generally vest in equal annual installments over a five-year period. Time-Vesting RSUs granted since the Company’s IPO generally vest over a four-year period, with 25% vesting on the first anniversary of the date of grant, or other vesting commencement date, and the remaining 75% of the award vests in equal installments on each monthly, quarterly or annual anniversary thereafter. In 2023, Time-Vesting RSUs granted to independent directors vest on the earlier of (i) immediately prior to the first annual meeting of the shareholders of the Company following the grant date, or (ii) the first anniversary of the current year annual meeting of the shareholders of the Company. Beginning in January 2024, annual Time-Vesting RSUs granted under the Non-Employee Director Compensation Policy vest on the earlier of (i) immediately prior to the first annual meeting of the shareholders of the Company following the grant date, or (ii) the first anniversary of grant date. Initial Time-Vesting

RSUs granted to non-employee directors vest over a three-year period. The expense for Time-Vesting RSUs is recognized under a graded expense attribution model. As described above in the section headed “Post-IPO Modification of Exit Vesting Awards”, the Exit-Vesting RSUs vest in 36 equal monthly installments, beginning on August 29, 2022. If the performance conditions under which Blackstone and its affiliates receive cash proceeds in respect of certain MOIC and IRR hurdles are met prior to their respective time-vesting schedules, vesting of these Exit-Vesting awards will be accelerated.

The total fair value of RSUs as of the respective vesting dates during the years ended December 31, 2024, 2023, and 2022 was $27.4 million, $42.1 million, and $23.5 million, respectively. As of December 31, 2024, total unrecognized compensation cost related to the Time-Vesting RSUs is $48.6 million, which is expected to be recognized over a weighted-average period of 2.7 years. Total unrecognized compensation cost related to the Exit-Vesting RSUs is $0.3 million, which is expected to be recognized over a weighted average period of 0.6 years.

Options

Options have a maximum contractual term of 10 years. Time-Vesting stock options either vest over a four or a five-year period. The expense for Time-Vesting stock options is recognized under a graded expense attribution model. As described above in the section headed “Post-IPO Modification of Exit Vesting Awards”, the Exit-Vesting stock options vest in 36 equal monthly installments, beginning on August 29, 2022. If the performance conditions based on a liquidity event are met prior to their respective time-vesting schedules, vesting of these Exit-Vesting awards will be accelerated.

We estimate the fair value of stock options on the date of grant using a Black-Scholes option-pricing valuation model, which uses the expected option term, stock price volatility, and the risk-free interest rate. The expected option term assumption reflects the period for which we believe the option will remain outstanding. We elected to use the simplified method to determine the expected option term, which is the average of the option’s vesting and contractual term, as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time our shares have been publicly traded. Our computation of expected volatility is based on the historical volatility of selected comparable publicly-traded companies over a period equal to the expected term of the option. The risk-free interest rate reflects the U.S. Treasury yield curve for a similar instrument with the same expected term in effect at the time of the grant. The following assumptions were utilized to calculate the fair value of Time-Vesting Options granted during the year ended December 31, 2024, 2023 and 2022:

As of December 31, 2024, total unrecognized compensation cost related to the Time-Vesting options is $16.3 million, which is expected to be recognized over a weighted-average period of 3.0 years. Total unrecognized compensation cost related to the Exit-Vesting options is $16.9 thousand, which is expected to be recognized over a weighted-average period of 0.6 years.

The weighted-average exercise price exceeded the market price as of December 31, 2024, and as such, resulted in the aggregate intrinsic value to be negative for all of the Company’s stock options (referred to as “out-of-the money”).

Employee Stock Purchase Plan

In connection with the IPO, on February 10, 2021, Bumble Inc. adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP allows the Company to make one or more offerings to its employees to purchase shares under the ESPP. The first offering will begin and end on dates to be determined by the plan administrator. The ESPP allows participants to purchase Class A common stock through contributions of up to 15% of their total compensation. The purchase price of the Class A common stock will be 85% of the lesser of the fair market value of our Class A common stock as determined on the applicable grant date or the applicable purchase period end date (provided that, in no event may the purchase price be less than the par value per share of our Class A common stock). The Company has initially reserved 4,500,000 shares of Class A common stock for issuance under the ESPP. The number of shares available for issuance under the ESPP will be increased automatically on January 1 of each fiscal year beginning in 2022 by a number of shares of our Class A common stock equal to the lesser of (i) the positive difference between 1% of the shares outstanding on the final day of the immediately preceding fiscal year and the ESPP share reserve on the final day of the immediately preceding fiscal year; and (ii) a lower number of shares as may be determined by the Board. Since the adoption of the ESPP, the Board has elected not to approve an increase to the number of shares available for issuance under the ESPP on January 1 of each fiscal year. As of December 31, 2024, the ESPP has not been activated and there were no offering periods during 2024.