SCHEDULE: Blackstone Initiates Forward Sale of Bumble Shares

Blackstone entities have entered into forward sale agreements with UBS AG to divest their entire 28.9% stake in Bumble Inc. Class A Common Stock.

Summary

• Blackstone-affiliated entities (the "Stockholders") entered into averaging share forward transactions with UBS AG, London Branch, on November 26, 2025.
• These transactions cover all 37,387,500 shares of Bumble Inc. Class A Common Stock beneficially owned by the Stockholders.
• The shares represent 28.9% of the Class A Common Stock outstanding, based on 112,738,975 shares outstanding as of October 31, 2025, plus 16,566,115 converted Common Units.
• The Stockholders will sell and deliver shares to UBS AG at a price determined by the volume-weighted average price over a calculation period.
• Settlement will occur quarterly, with a maximum of 7,477,500 shares per quarter or the amount permissible under Rule 144.
• The maturity date for these forward transactions is scheduled for the first half of 2027, with an early termination right for the Stockholders.
• The shares involved are currently pledged under a Margin Loan Facility, with an outstanding principal of approximately $79,342,629.68 as of November 26, 2025.
• The Stockholders will pledge the shares to UBS AG to secure their obligations under the forward transactions, while retaining voting rights.
• Collectively, the Reporting Persons and Whitney Wolfe Herd and her affiliates are deemed to beneficially own 59,317,826 shares, representing 39.1% of the Class A Common Stock.

Sentiment

Score: 5

Explanation: Neutral. The filing details a planned divestment by a major shareholder, which is a strategic financial event rather than an indicator of positive or negative operational performance for Bumble Inc. It's a natural part of a private equity investment lifecycle, but the large volume of shares being sold could create future selling pressure.

Positives

• The forward sale structure allows Blackstone to manage its exit from Bumble Inc. over time, potentially minimizing market impact compared to a block sale.
• Retaining voting rights in the pledged shares allows Blackstone to maintain influence during the divestment period.

Negatives

• The initiation of a forward sale agreement signals a planned exit by a major institutional investor (Blackstone), which could be perceived negatively by the market.
• The sale of a significant stake (28.9%) over time could create downward pressure on Bumble's stock price as the market anticipates future supply.
• The shares are currently pledged under a margin loan, indicating existing leverage against the holding.

Risks

• Market Price Volatility: The price at which shares are sold will depend on the volume-weighted average price during the calculation period, exposing the Stockholders to market fluctuations.
• Rule 144 Limitations: Sales are subject to Rule 144 limitations, which could restrict the pace of divestment if volume or other conditions are not met.
• Margin Loan Facility: The shares are pledged under a margin loan, and the new pledge to UBS AG for the forward transactions adds complexity to the financing structure.
• Early Termination Risk: While the Stockholders have an early termination right, the conditions and implications of such termination are not fully detailed and could carry risks.

Future Outlook

The forward transactions indicate a strategic plan by Blackstone to gradually divest its significant stake in Bumble Inc. over the next year and a half, with the maturity date set for the first half of 2027. This suggests a managed exit strategy rather than an immediate full divestment.

Industry Context

This filing reflects a common strategy for private equity firms like Blackstone to monetize their investments in publicly traded companies. Utilizing forward sale agreements allows for an orderly exit, potentially mitigating market disruption compared to large block sales, while retaining some control (voting rights) during the divestment period. It signals a shift in ownership structure for Bumble Inc., moving away from a significant private equity holder.

Comparison to Industry Standards

• The use of averaging share forward transactions is a standard financial instrument employed by large institutional investors to manage the sale of significant equity positions over time, aiming to achieve a better average price and reduce market impact.
• Blackstone's strategy here is consistent with other private equity exits from portfolio companies, where a gradual reduction of ownership is preferred to avoid depressing share prices.
• The retention of voting rights during the pledge period is also a common feature in such arrangements, allowing the investor to maintain influence until the shares are fully divested.

Related Party Transactions

• The filing details transactions between Blackstone-affiliated entities (the "Stockholders") and UBS AG, London Branch, for the sale of Bumble Inc. Class A Common Stock.
• Blackstone Inc. and its various funds and management entities are the ultimate beneficial owners and reporting persons, indicating an internal restructuring or monetization strategy within the Blackstone group.
• The reporting persons are deemed to be members of a group with Whitney Wolfe Herd and her affiliates for Section 13(d) purposes, highlighting a significant shareholder group.

Stakeholder Impact

• Shareholders: The planned divestment of a significant stake (28.9%) by a major institutional investor could lead to increased supply of shares in the market over time, potentially creating downward pressure on Bumble Inc.'s stock price. Existing shareholders might view this as a lack of long-term conviction from a key investor.
• Company Management: While Blackstone retains voting rights, the clear intent to exit suggests a diminishing influence from this major shareholder over the long term, potentially shifting the company's strategic direction or governance focus.
• Creditors (Margin Loan Facility): The shares are pledged under existing margin loans and will be re-pledged to UBS AG, indicating a complex financing structure around this significant block of shares.

Next Steps

• Stockholders will amend the Margin Loan Agreement and enter into a pledge and control agreement with UBS AG prior to December 29, 2025.
• Quarterly settlement and delivery of shares under the Forward Transactions will commence, continuing until the maturity date in the first half of 2027.

Key Dates

Recommendation

The filing indicates a significant institutional investor, Blackstone, is systematically divesting its substantial stake in Bumble Inc. through forward sale agreements. While this is a planned exit strategy typical for private equity, the sheer volume of shares (28.9% of the class) being sold over the next 1.5 years could create sustained selling pressure on the stock. This overhang makes a "buy" recommendation premature, as the market may price in this future supply. However, the structured nature of the sale and the retention of voting rights by Blackstone suggest an orderly process rather than a distressed exit, preventing a "sell" recommendation. Therefore, a "hold" is appropriate to observe how the market absorbs this supply and how Bumble Inc.'s operational performance evolves independently of this major shareholder's exit.

Keywords

Bumble Inc., Blackstone, Schedule 13D/A, Forward Sale, Equity Divestment, Institutional Investor, Shareholder Activity, UBS AG, Margin Loan, Class A Common Stock