Dear Stockholders,

On behalf of the Board of Directors, our executive leadership team, and our employees around the world, I would like to thank you for your investment in Bumble Inc.

We are pleased to invite you to our 2024 Annual Meeting of Stockholders on Wednesday, June 5, 2024 at 12 p.m. Eastern Time. The meeting will be held virtually and we encourage you to join us at www.virtualshareholdermeeting.com/BMBL2024.

In my first months as CEO of Bumble Inc., I have had the chance to witness firsthand the impact that the Bumble Inc. team has had on building connections for people around the world. I’ve been moved by the countless stories I’ve heard and letters I’ve received from our customers who have found relationships of all kinds through our family of apps. It’s been inspiring to see the team’s unwavering pursuit of our mission to create a world where all relationships are healthy and equitable. We are known throughout the world for our great products and powerful, trusted brand. Every Bumble Inc. stockholder can feel proud that our work helps millions of people every day make meaningful connections.

I am truly honored to lead the Company through its next chapter of growth and look forward to our first Annual Meeting together.

Delivering for Stockholders

2023 marked an important year in Bumble Inc.’s history as we achieved record annual revenue exceeding $1 billion.

Throughout the year, we continued to expand our global reach and introduced new products, features, and safety solutions, which enabled us to deliver another year of solid growth. We grew total revenue by 16% to $1.05 billion and exercised strong financial discipline to improve our profit margins and generate free cash flow. We also returned capital to our stockholders under the Share Repurchase Program authorized by our Board of Directors.

Vision for the Future

We are deeply committed to delivering authentic and engaging new user experiences and I am excited by the tremendous opportunity ahead. 2024 marks 10 years since the founding of Bumble App and we are commemorating this exciting milestone by re-envisioning how we support women throughout connection experiences.

My vision is for Bumble Inc. to lead the online dating industry with even more positive experiences for users across the globe by marrying emerging technologies – such as generative AI – with the proprietary data and unique insights we have amassed over the last decade to deliver compelling experiences.

Our Next Phase of Growth

Our focus on innovation and delivering what our customers need to find love, partnership and friendship is the key to unlocking our next phase of growth. We are taking bold and decisive actions to position the company for long-term success and we are bringing together the right vision, priorities and leadership team to execute this mission.

In the year ahead, we are planning a significant update of Bumble App, which is designed to deliver a compelling modern and intuitive user experience. This update will provide a stronger platform upon which we can build new and exciting innovative features that advance our mission and better serve the needs of our customers.

We are also accelerating the pace of product innovation across our company by transforming our organization to operate with greater efficiency and agility. We plan to use cost savings from this initiative to help fund investments in innovation and our brand, as well as to improve the structural economics of our business.

Your continued support is important to us. To that end, we encourage you to vote by telephone or online, or by completing, signing, dating, and returning the enclosed proxy card or voting instruction form if you requested to receive printed proxy materials.

Thank you for your continued confidence in Bumble Inc.

				Sincerely,            Lidiane Jones   Chief Executive Officer

Notice of Annual Meeting of Stockholders

How to Vote   VOTE IN ADVANCE OF THE MEETING
		By Internet
		● Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week.   ● You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.
		By Telephone
		● From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week.   ● You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card in order to vote by telephone.
		By Mail
		● If you have not already received a proxy card, you may request a proxy card from us by following the instructions on your Notice of Internet Availability of Proxy Materials.   ● Mark your selections on the proxy card.   ● Date and sign your name exactly as it appears on your proxy card.   ● Mail the proxy card in the enclosed postage-paid envelope provided to you.
VOTE ONLINE DURING THE MEETING
		By Internet
		● See page 10 of this Proxy Statement for details on voting your shares online during the Annual Meeting at www.virtualshareholdermeeting.com/BMBL2024.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

This notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 19, 2024.

By Order of the Board of Directors,

ELIZABETH MONTELEONE

Secretary

April 19, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 5, 2024: This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 are available free of charge at proxyvote.com or our investor relations website at https://ir.bumble.com. A list of stockholders of record at the close of business on April 8, 2024 will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 1105 West 41st Street, Austin, TX 78756, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/BMBL2024.

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

Table of Contents

 Proxy Summary

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

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

Voting Agenda/Voting Matters

		1

PROXY SUMMARY

Bumble’s mission is to create a world where all relationships are healthy and equitable, through Kind Connections.

We focus on building authenticity and safety in the online space, which is marked at times by isolation and toxicity. We also have extended our platform beyond online dating into healthy relationships in other areas of life, such as friendships.

Who We Are

PROXY SUMMARY

Board and Leadership Highlights

BOARD DIVERSITY AND INDEPENDENCE

PROXY SUMMARY

NEOs and Compensation Highlights

EXECUTIVE COMPENSATION HIGHLIGHTS

Last year, we offered our stockholders their first opportunity to cast advisory votes on the approval of the compensation of our named executive officers, and we were pleased that approximately 94% of the votes cast on the advisory “Say on Pay” proposal at last year’s meeting were voted in favor of our executive compensation program. The following discussion summarizes the significant elements of our executive pay program for fiscal year 2023. For additional information on 2023 executive compensation, please refer to the Compensation Discussion and Analysis, beginning on page 45.

Compensation Elements

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

Compensation Philosophy, Policies and Practices

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

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ENVIRONMENTAL INITIATIVE HIGHLIGHTS

SOCIAL INITIATIVE HIGHLIGHTS

GOVERNANCE HIGHLIGHTS

We have a strong commitment to ESG that is built into the structure of our governance processes. Our commitment to ESG starts at the top, beginning with our Board of Directors and management.

Why am I being provided with these materials?

We are providing this proxy statement (the “Proxy Statement”) to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Bumble Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on June 5, 2024 (the “Annual Meeting”) and at any postponements or adjournments of the Annual Meeting. We either (1) mailed you a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) notifying each stockholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (referred to as the “Proxy Materials”) or (2) mailed you a paper copy of the Proxy Materials and a proxy card in paper format. If you have not received, but would like to receive, a paper copy of the Proxy Materials and a proxy card in paper format, you should follow the instructions for requesting such materials contained in the Notice of Internet Availability.

What am I voting on?

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

Who is entitled to vote?

Stockholders as of the close of business on April 8, 2024 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, there were 126,115,281 shares of our Class A common stock and 20 shares of our Class B common stock outstanding.

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

This includes shares:

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

		7

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

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

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

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

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

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

What constitutes a quorum?

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

How many votes are required to approve each proposal?

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

Under our Bylaws, the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 (Proposal No. 2) requires the vote of the holders of a majority of the voting power of the shares of capital stock present in person or represented by proxy and entitled to vote on the subject matter at the Annual Meeting. It is important to note that the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 (Proposal No. 2) is non-binding and advisory. While the ratification of Ernst & Young LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise, if our stockholders fail to ratify the selection, we will consider it notice to the Board and the Audit and Risk Committee to consider the selection of a different firm.

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

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

What is a “broker non-vote”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Under current Nasdaq listing rules, Proposal No. 1 and

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

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

How are votes counted?

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

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

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

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

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

Who will count the vote?

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

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

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

		9

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on June 4, 2024, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than June 4, 2024.

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

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

This year’s Annual Meeting will be a completely “virtual” meeting of stockholders. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/BMBL2024. If you virtually attend the Annual Meeting you can vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/BMBL2024. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:

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

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

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

How do I vote online during the Annual Meeting?

Whether you are a stockholder of record, or you hold your shares through a broker, bank or other nominee (also referred to as holding your shares in “street name”), you may vote your shares by attending the Annual Meeting

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

online and following the on-screen voting instructions. You will need the 16-digit number that is included in your

proxy card or the instructions that accompanied your proxy materials in order to enter the Annual Meeting and to vote during the Annual Meeting.

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

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

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

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

May I change my vote or revoke my proxy?

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

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

Could other matters be decided at the Annual Meeting?

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

Who will pay for the cost of this proxy solicitation?

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

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

SEC rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single copy of the Notice of Internet Availability (or a single set of Proxy Materials, if you requested a printed copy) addressed to those stockholders. This process, which is commonly referred to as “householding”, reduces printing

		11

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

costs and postage fees and helps protect the environment as well. Some brokers household materials, delivering a single Notice of Internet Availability or, if applicable, a single set of Proxy Materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent.

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

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

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

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

Director Independence and Independence Determinations

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

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

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

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

Executive Sessions

In accordance with our Corporate Governance Guidelines, our non-management members of the Board meet in executive session, without management present, at least twice a year (and at such other times as they deem appropriate). If the non-management directors include directors who have not been determined to be independent, the independent directors shall separately meet in a private session at least twice a year (and at such other times as they deem appropriate) that excludes management and directors who have not been determined to be independent. In addition, our independent directors that are not affiliated with our Sponsor meet from time to time in a private session that excludes management and any Sponsor-affiliated directors. The Lead Director, or in her absence a director designated by the non-management or independent directors, as applicable, will preside at the executive sessions. During 2023, the non-management directors held four executive sessions following each of four regularly scheduled Board meetings, and the independent directors that are not affiliated with our Sponsor held two separate executive sessions.

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Board and Committee Self-Evaluations

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

Leadership Structure

In January 2024, as contemplated by our leadership succession plan, Lidiane S. Jones became our Chief Executive Officer and a director on our Board and Whitney Wolfe Herd, our Founder, transitioned from her role as Chief Executive Officer to Executive Chair of our Board. In connection with this transition, Ann Mather became our Lead Director after serving as our Chair since March 2020. We believe this leadership structure best serves the interest of Bumble and its stockholders, allowing our Board to continue to benefit from Ms. Wolfe Herd’s exceptional industry knowledge, passion, and history with our Company as the Founder, and Ms. Mather’s continued independent leadership and extensive financial, operational and corporate governance expertise, while leveraging Ms. Jones’s extensive leadership experience with technology companies to focus on business strategy and execution.

This leadership structure is consistent with our Corporate Governance Guidelines, which do not impose a policy on whether the roles of Chairperson and Chief Executive Officer should be separate and, if the roles are to be separate, whether the Chairperson should be selected from the independent directors.

Communications with the Board

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with the chairperson of any of the Audit and Risk, Compensation or Nominating and Corporate Governance Committees, the Lead Director, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Company’s Chief Legal Officer at Bumble Inc., 1105 West 41st Street, Austin, Texas 78756, who will forward such communications to the appropriate party. Such communications may also be sent by email to clo@team.bumble.com. Communications may be made confidentially or anonymously.

Board Committees and Meetings

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

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

KEY				Chairperson				Member

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

All directors are expected to make their best effort to attend all meetings of the Board and meetings of the committees of which they are members. During the year ended December 31, 2023, the Board held six meetings, the Audit and Risk Committee held five meetings, the Compensation Committee held four meetings and the Nominating and Corporate Governance Committee held five meetings. During fiscal year 2023, all of our directors attended at least 75% of the meetings of the Board and committees during the time in which he or she served as a member of the Board or such committee.

Audit and Risk Committee

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

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

For additional information on the Audit and Risk Committee’s role and its oversight of the independent auditor during 2023, see “Report of the Audit Committee.”

Nominating and Corporate Governance Committee

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

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

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

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

Compensation Committee

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

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

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

The Compensation Committee currently retains the independent compensation consulting firm Semler Brossy (“Semler”) to advise the Compensation Committee in its review of senior executive compensation. In July 2023, the Compensation Committee assessed the independence of Semler and determined that the firm’s work for the Committee did not raise any conflicts of interest.

Board Attendance at Annual Stockholders’ Meeting

All directors are expected to make their best effort to attend any meeting of stockholders. Of the ten directors serving at the time, eight members of our Board attended our 2023 Annual Meeting of Stockholders held virtually in 2023.

Compensation Committee Interlocks and Insider Participation

Other than Whitney Wolfe Herd, no member of our Board of Directors was at any time during the last completed fiscal year one of our officers or employees. During 2023, none of the members of our Compensation Committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee. We are party to certain transactions with affiliates of Blackstone described in “Transactions with Related Persons.”

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Corporate Governance Guidelines

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

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

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

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

We have also adopted a Supplemental Code of Ethics for Senior Financial Officers that applies to our Chief Executive Officer and all senior financial officers, including the Chief Financial Officer and principal accounting officer. The Supplemental Code of Ethics, which is available on our website at https://ir.bumble.com and on our intranet sites, addresses matters specific to those senior financial positions in the Company, including responsibility for the disclosures made in our filings with the SEC, reporting obligations with respect to certain matters and a general obligation to promote honest and ethical conduct within the Company. The senior financial officers are also required to comply with the Code of Conduct.

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

Oversight of Risk Management

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

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

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

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

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

In addition, our Board receives periodic detailed operating performance reviews from management. Our Chief Information Security Officer provides quarterly updates to the Audit and Risk Committee, as well as an annual report to the Board, regarding a range of cybersecurity activities while maintaining the confidentiality, integrity and availability of information, including user information under our custody. Our information security management system takes a risk-based approach to cybersecurity and consists of various programs, including secure software development, operational security, vulnerability management and security education. Our threat detection capabilities include automated 24/7 detection and alerting with automated response protocols designed to support rapid analysis and enrichment for security analysts who are guided by a formally documented Incident Response Plan in the event of a breach. Our Head of Privacy and Data Protection Officer provide periodic reports to the Audit and Risk Committee regarding Bumble’s data privacy and compliance activities (required by applicable laws, including the General Data Protection Regulation (“GDPR”) and any U.S. state-specific privacy laws), which are designed to protect and safeguard our users’ data through comprehensive, documented privacy impact assessment procedures, as well as through dedicated privacy incident monitoring and reporting. For further information related to our cybersecurity strategy, risk management and governance, please refer to “Item 1C—Cybersecurity” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The Board also receives periodic updates from management on environmental, social, and governance-related activities to review and guide Bumble’s larger ESG strategy. In addition, Board members participate in “Lunch & Learn” sessions from time to time, where they have an opportunity to do a deeper analysis of select ESG topics.

Oversight of Compliance

The Chief Legal Officer oversees our compliance programs. The Chief Legal Officer’s duties include: regularly updating the Audit and Risk Committee on the effectiveness of our compliance programs, providing periodic reports to the Board, and working closely with our various compliance functions to promote coordination and sharing of best practices across these functions.

Disclosure Committee

We have established a Disclosure Committee to assist in fulfilling our obligations to maintain disclosure controls and procedures and to coordinate and oversee the process of preparing our periodic securities filings with the SEC. This committee is composed of members of management and is chaired by our Chief Financial Officer.

Securities Trading Policy

The Company’s Securities Trading Policy requires executive officers and directors to consult the Company’s Chief Legal Officer prior to engaging in transactions involving the Company’s securities. See “Compensation Discussion and Analysis—Risk and Executive Compensation—Securities Trading Policy and Hedging” for a complete description.

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Controlled Company Exception

In connection with our IPO, our Principal Stockholders entered into a stockholders agreement, described in “Transactions with Related Persons,” and beneficially own approximately 89.0% of the combined voting power of our Class A and Class B common stock as of April 8, 2024, the Record Date. As a result, we are a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our Board of Directors consist of independent directors, (2) that our Board of Directors have a compensation committee that consists entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that our director nominations be made, or recommended to our full Board of Directors, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or Board resolution addressing the nominations process. Although we are not relying on the exemptions from these corporate governance requirements, if we do rely on such exemptions in the future, our stockholders will not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements. In the event that we cease to be a “controlled company” and our shares continue to be listed on Nasdaq, we will be required to comply with these provisions within the applicable transition periods.

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We are committed to responsible environmental, social and governance (“ESG”) practices. We believe our efforts to build sustainable business practices naturally align with our values, business strategy and risk management efforts and that these efforts serve our stakeholders, including our team members, users, suppliers, business partners, investors and our communities throughout the world.

Community Impact

Bumble is a community-driven company, working to make the internet a safer and more empowering place for women and members of underrepresented communities. We partner with nonprofits to amplify their work, pursue environmental sustainability practices that reflect our values and proactively engage in advocacy efforts to make the internet safer.

Public policy and advocacy: Our public policy work, advocacy and government engagements are guided by our Company values—most critically, kindness. At Bumble, we are committed to advocating for greater internet accountability, combating toxicity and loneliness and passing laws that help make our society safer—both online and in real life.

Since 2019, we have worked in the United States, first in Texas and more recently in Virginia and California, to develop and advocate for state-level legislation that would establish a deterrent to, and penalties for, sending unsolicited lewd photos. In 2021, we launched a campaign in the United Kingdom calling on the government to criminalize cyberflashing, which was realized in the Online Safety Act that passed in October 2023. In 2022, we furthered our efforts to criminalize cyberflashing in the European Union. Our work focused on capturing a ban on cyberflashing and the non-consensual sharing of deepfake pornographic content or nudes in the first EU-wide Directive to Combat Violence Against Women and Domestic Violence, which was agreed upon by EU institutions in early 2024.

We have worked more broadly to highlight the abuse and harassment women face online, particularly through intimate image abuse and tech-facilitated violence. Bumble is a member of the Advisory Group to the Global Partnership for Action on Gender-Based Online Harassment and Abuse, which is a multi-stakeholder partnership that aims to better prioritize, understand, prevent and address the growing scourge of technology-facilitated gender-based violence. Our policy advocacy has contributed to global discussions around the future of the internet and regulatory considerations around online harms.

We also focus on developing and innovating responsible AI that will help our community create healthy and equitable relationships. In 2023, Bumble partnered with Partnership on AI, a nonprofit coalition committed to responsible use of AI technologies, to help create a first-of-its-kind framework for the ethical and responsible development, creation and sharing of synthetic media – also known as AI-generated media. This framework is a set of guiding recommendations for those creating, sharing, and distributing AI-generated media. We’ve also developed company-wide Principles of Responsible AI to ensure that our AI strategy is guided by our values and central mission to create healthy and equitable relationships. We have an AI committee consisting of cross-functional, high-level leaders who work on our commitment to advance the responsible use of AI whilst keeping pace with evolving tech.

Environmental sustainability: In 2021, we announced a pledge to establish a net zero carbon footprint by 2025, focused on our scope 1 and scope 2 emissions, as well as scope 3 emissions related to our cloud computing facilities and data centers. In 2022, we began working with a carbon accounting vendor to support our carbon accounting activities and to help us track and manage our emissions.

In recent years, we have prioritized working with providers who rely on renewable energy sources like wind and solar to power their data centers. Many of our hosting and cloud services providers already employ a renewable energy footprint and have reported achievement of carbon neutrality. Carbon neutrality is a key selection criterion

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

as we evaluate any additional hosting and cloud solutions for our data centers. We are continually looking for ways to improve our practices and make them more sustainable.

Impact Giving: In 2023, we continued to invest philanthropic dollars in organizations that align with our mission of empowering women and underrepresented communities with the goal of creating a world where all relationships are healthy and equitable. We also stepped up in response to events around the globe, including providing philanthropic support to affiliates of the International Federation of Red Cross and Red Crescent Societies, which provide humanitarian aid to those impacted by the conflict in the Middle East, and continuing to support reproductive rights in the United States.

As a mission-driven company that cares deeply about the world we live in, we continue to invest in, and provide resources to, organizations that help make a positive impact. We deepened our partnership with the National Domestic Violence Hotline (“The Hotline”), completing the first phase of a groundbreaking volunteer pilot program for Bumble employees to respond to non-crisis inbounds to The Hotline’s online chat system. During Domestic Violence Awareness Month, we sponsored and members of our team attended the National Conference on Domestic Violence, supporting the work of survivor advocates across the country. For International Women’s Day, we partnered with Vital Voices Global Partnership to highlight the work of eight emerging women leaders in the social impact space, providing funding for their missions and sponsoring a training program to scale the impact of their work.

We relaunched our innovative in-app Moves Making Impact program to support causes deeply aligned with our mission. The causes this program supports include: Healthy and Safer Relationships, supporting The Hotline’s work helping people experiencing abuse and shifting power back to survivors; Equity for Women, through Vital Voices’ entrepreneurship program, which supports women-led organizations solving the world’s greatest challenges; and Save the Bees, a project of the National Geographic Society helping women and underrepresented scientists conserve and protect important pollinators. We also continue to support organizations that build equity in our communities. Our 2023 Pride campaign, focused on allyship, increased our support of LGBTQ+ organizations both in the United States and around the globe. We continue to instill our mission into opportunities for our employees, users and the community at large, to make all relationships healthy and equitable.

User Safety

Bumble app was created to address a gap in dating spaces and prioritize women. We take a safety-by-design approach and view safety as a collective responsibility. To ensure a positive and empowering experience for our users, Bumble has pioneered industry-leading systems, processes and policies. We place a premium on prevention, offer trauma-informed support to users and continue to evolve our tools as we learn more about the needs of our community.

Below are a few examples of the steps we are taking to strengthen the safety of our community:

Safety & wellbeing center: We have in-app resource hubs on Bumble and Badoo that allow our users to stay informed about safety features, find tools and resources to educate them on how to date safely and confidently, as well as have a direct line to report any concerns to our safety team. We also connect users to resources from external experts, including suicide crisis lines, intimate partner violence and sexual assault hotlines, and LGBTQ+ support lines. In 2023, we continued to add localized resources for key markets, and new content hubs for digital consent and romance scams.

In 2021, we introduced our machine learning technology to proactively detect harmful, text-based content in over 100 languages across our apps. This technology enables us to proactively detect and remove a majority of users who violate our Community Guidelines before users report them. We also developed our proprietary tool, Private Detector, that automatically detects, blurs and warns our users when they may be in receipt of a lewd photo. We then empower users to decide if they would like to view the photo, or report the sender to us for sexual harassment. We work to make this reporting process simple, so that we can keep our entire community safer. During 2022, Bumble’s Data Science team wrote a white paper explaining the technology behind this tool, and, in order to foster a safer web experience for all, we made an open-sourced version of this technology available on Github.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

Industry-first safety initiative for assault survivors: We continue our work with CHAYN, a survivor-led nonprofit based in the United Kingdom, on an industry-first initiative that provides complimentary online trauma support to users who report sexual assault or relationship abuse. The program, Bloom, was piloted on Bumble in 2021 and expanded to Badoo in 2022 and Fruitz in 2023.

Dedicated, secure reporting pathways: In 2023, Bumble expanded our partnership with Kodex, a secure information-sharing portal Bumble uses to communicate with law enforcement agencies worldwide. Together, we introduced a dedicated referral pathway for those at non-government and charitable organizations who work directly with victim-survivors to report abusive or dangerous users to our Member Safety team. Through this process, they’ll receive a warning from Bumble and, when appropriate, can even be removed from the app and banned from creating new accounts, creating a safer environment for our users and community.

AI innovation: In 2023, we launched Deception Detector^™ as part of our ongoing commitment to our community to ensure that connections made on our apps are genuine and reflect our mission to encourage healthy and equitable relationships. Deception Detector^™ harnesses AI to help identify spam, scam or fake profiles before our community sees them. The model introduces a fast and reliable machine learning-based approach to assess the authenticity of profiles on our platform. We use these innovative technologies in combination with dedicated human support to prioritize maintaining a safe and empowering community.

Setting a high standard for safety policies: Our safety policies communicate the conduct that we expect from our community and set a high standard of how dating apps should think about and enforce rules around harmful content and behaviors. Two examples of this approach are our sexual harassment and identity-based hate policies. Our sexual harassment policy clarifies what we consider to be unwelcome or unwanted sexual behaviors between users and reinforces the importance of consent in all interactions. Our identity-based hate policy explicitly bans content or conduct that promotes hatred and contempt against groups with protected attributes such as race/ethnicity, nationality, sex, gender, gender identity/expression, sexual orientation, disability and religion.

In August 2023, we released our updated Community Guidelines aimed at promoting a safer, kinder experience for all of our users. The guidelines underscore the importance of authenticity, safety and kindness by, among other things:

Our People

We take thoughtful steps to ensure our Company values are reflected in our employees’ experiences at Bumble. Through strategic initiatives, inclusive policies and employee engagement, we are committed to continuous improvement and transparency in our people practices, ensuring that Bumble remains a place where our employees can thrive.

Embedding our values: We embed our values of growth, kindness, equity, accountability and honesty into our people-facing processes and programming throughout the employee life cycle. This work begins during the interviewing and selection process, where we seek to assess candidates from a variety of perspectives. Our new hire orientation sessions and learning paths help new joiners understand our values and how they can incorporate them into their daily work. New feedback mechanisms allow employees to identify and recognize colleagues who do an outstanding job demonstrating one of our values. We also weave in reflection points during our performance review processes for our employees to think about their accomplishments and how they embody their values in their approach to annual objectives.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

This values-based work extends to our management processes. Our employee engagement surveys incorporate questions which help us understand where we have strengths in demonstrating our values and where we can address gaps. Recognizing the pivotal role of effective leadership in shaping an environment that encourages collaboration, respect and innovation, we launched our Management Development Program. This initiative was designed to equip our leaders with the skills and insights necessary to champion our core values, drive meaningful change and support the professional growth of our teams.

Caring for our team: At Bumble, we offer a total rewards package to support our employees’ health and wellbeing, providing benefits to meet their needs and to help reduce their stress and better manage their workloads, consistent with our commitment to foster healthy and safer relationships. Our team focuses on supporting physical, emotional, financial and social health, and we prioritize programs that align with our mission, supporting employees through life challenges while also building internal community. All Bumble employees can access private healthcare coverage for themselves and their families, generous parenthood support (applying to all genders) and unlimited paid time off. We support employee reproductive health and path to parenthood journeys and offer support for new parents on our team. For our employees who need additional support in times of critical need, we provide safe leave for survivors of domestic violence and other crimes.

Understanding the potential impact of deploying a safety-centered approach, we offer additional mental health and wellbeing support to our Member Safety team, including a bespoke vicarious trauma prevention and education program, an internal wellness support liaison, tooling modifications to reduce exposure to harmful content, corporate membership to Trust & Safety Associations for personal and professional development, and wellness stipend. We have also provided a series of life-work balance sessions to support our safety moderators’ ability to make long-lasting changes to their sense of balance and well-being in and out of work.

To help employees grow and build their careers, we fund training, education and leadership development opportunities designed to provide them with the knowledge, skills and behaviors necessary to succeed. Employees can also work towards creating their own healthy and equitable relationships, while further exploring and learning about our products with complimentary premium access to the Bumble, Bumble for Friends, Badoo and Fruitz apps.

With a global workforce, we continue to build ways to foster community and connection. We’ve continued a robust schedule of company-wide “all hands” meetings to engage and inform our global workforce, and we utilize our employee-facing intranet to centralize Company policies, procedures and useful information. In the first quarter of 2023, we established a cross-functional, global team of employees volunteering their time to promote and drive well-being initiatives at Bumble. Operating in four cohorts—APAC, Europe, UK and North America—our Well-being Champions help our employees stay connected, cared for and heard, through activities, webinars and competitions focused on well-being.

Diversity and inclusion: At Bumble, our mission is to create an environment where employees feel empowered to bring their authentic selves to work. Our culture is built on a foundation of kindness and respect, and we are dedicated to championing a culture of diversity, equity, inclusion and belonging.

Our Board of Directors and executive leadership team reflect this, as 82% of our Board and more than 50% of our management team are women. Internally, we work to deepen our employees’ approach to inclusion, providing company-wide training on topics such as implicit bias, as well as learning and engagement opportunities with equity-focused partners. This engagement extends to our central Employee Resource Group (“ERG”), the Diversibees, an intersectional, employee-led organization that welcomes employees to build community and learn collectively. Single-identity ERGs reside under the Diversibees umbrella and allow employees to connect over shared experiences and access supportive services. Our Diversity, Equity, Inclusion & Belonging team functions as a common thread across our business, consulting on equity-related topics, providing feedback for inclusive product development and facilitating global employee-facing programs.

Privacy and Cyber Security

Data privacy: As a global business with members in countries all over the world, we are committed to protecting our users’ privacy and have adopted a global approach to privacy compliance. We apply the high standards of the Global Data Protection Regulation globally to the processing of all personal data in our possession, in addition to

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

any applicable region-specific laws. Supported by our dedicated privacy team and independent Data Protection Officer, we enable our users to manage their data and strive to ensure transparency regarding the use of their data, for example, through a transparent privacy policy available at https://bumble.com/privacy, as well as requesting access to their data through our member support team.

Cybersecurity: We understand that the confidentiality of our users’ information is a primary concern and take the security of information entrusted to us by them very seriously. To provide assurance of security, safety and privacy, we maintain a robust set of policies and procedures with both detective and preventive controls, along with a comprehensive employee security education program. Our policies and procedures are informed by multiple industry-recognized standards and frameworks, including the International Organization for Standardization standards for information security management systems, the U.S. National Institute of Standards and Technology Cybersecurity Framework, and the Payment Card Industry Data Security Standard. We also continually monitor risk to the security of the information with which we are entrusted and track and identify potential new threats, as well as third-party risk.

Our vulnerability management program addresses all aspects of our software development and infrastructure hosting, covering, at a minimum, our in-house developed code, third-party software components, our mobile applications, backend platform, employee technology usage and business support infrastructure. We incorporate regular penetration testing from specialist third parties, frequent vulnerability scanning and a public bug-bounty scheme. For more information regarding our cybersecurity strategy, risk management and governance, please refer to “Item 1C—Cybersecurity” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Board and Management Oversight

Our commitment to ESG starts at the top, beginning with our Board of Directors and management. Our Nominating and Corporate Governance Committee is responsible for reviewing and advising on material environmental, social and governance topics and assisting the Board in overseeing our programs related to such matters. Our ESG steering committee of cross-functional senior leaders continues its focus on the development and execution of our ESG objectives and oversight of our ESG disclosures. In 2023, this team used the findings of Bumble’s materiality assessment to further develop ESG strategy. As part of our ESG journey, we are working to increase disclosures on the Bumble investor relations website, align to the SASB framework and build a path to a public impact report.

Director Nomination Process

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

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

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

Our Bylaws establish advance notice procedures with respect to the nomination of candidates for election as directors, other than nominations made by or at the direction of the Board of Directors or a committee of the Board. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Additional information regarding the process for properly submitting stockholder nominations for candidates for membership to our Board of Directors is set forth below under “Stockholder Proposals for the 2025 Annual Meeting.”

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

Blackstone is also entitled to designate a non-voting observer to attend meetings of our Board of Directors pursuant to our stockholders agreement. Blackstone has appointed Martin Brand, a Senior Managing Director and co-head of U.S. Acquisitions for Blackstone’s Private Equity Group, to serve as the non-voting observer. In addition, pursuant to the terms of our stockholders agreement, Blackstone and Whitney Wolfe Herd, our Founder and Executive Chair, have the right to designate nominees to our Board of Directors subject to the maintenance of certain ownership requirements in the Company. For additional information on our stockholders agreement, see “Transactions with Related Persons.”

Director Qualifications and Composition Developments

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

As specified in our Corporate Governance Guidelines, in identifying candidates for membership on the Board, the Nominating and Corporate Governance Committee takes into account (1) minimum individual qualifications, including strength of character, mature judgment, familiarity with Bumble’s business and industry, independence of thought and an ability to work collegially with the other members of the Board, and (2) all other factors it considers appropriate, which may include age, diversity of background, existing commitments to other businesses, potential

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NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS

conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, technology background, compliance background, executive compensation background and the size, composition and combined expertise of the Board. While neither the Nominating and Corporate Governance Committee nor the Board has adopted a formal policy regarding diversity, they evaluate each candidate in the context of the Board’s membership as a whole and seek to achieve a mix of members that represents a diversity of background and experience in order to promote the representation of diverse views on the Board.

Ms. Sissie L. Hsiao joined the Board effective October 2, 2023. Ms. Hsiao was initially referred by a non-management director and her appointment was the result of the Board’s ongoing refreshment work. When considering Ms. Hsiao’s appointment, the Board considered, among other factors, her extensive strategic and operational experience, particularly with technology companies, over the course of her nearly quarter-century career.

Board Dashboard

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

Our Board Skills and Experience

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

NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS

Our Board Diversity

The following table provides information related to the composition of our Board members as of the date of this Proxy Statement. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

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Our Board of Directors currently consists of eleven directors and is divided into three classes with staggered three-year terms. Whitney Wolfe Herd, Lidiane S. Jones and Elisa A. Steele constitute a class with a term that expires at this Annual Meeting (the “Class III Directors”); Ann Mather, Jonathan C. Korngold, Jennifer B. Morgan and Pamela A. Thomas-Graham constitute a class with a term that expires at the annual meeting of stockholders in 2025 (the “Class I Directors”); and R. Lynn Atchison, Matthew S. Bromberg, Amy M. Griffin and Sissie L. Hsiao constitute a class with a term that expires at the annual meeting of stockholders in 2026 (the “Class II Directors”).

Our Bylaws provide that the number of directors shall be determined by the Board, which has currently set the number at 11. Proxies cannot be voted for a greater number of persons than the nominees named.

Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board has considered and nominated each of the three Class III nominees named below, each of whom is currently serving as a Class III Director, to be elected for a three-year term expiring at the annual meeting of stockholders in 2027 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal from office. Each director will be elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the three individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected.

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

Nominees for Election to the Board of Directors in 2024

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

PROPOSAL NO. 1—ELECTION OF DIRECTORS

Class III—Directors Whose Term Expires in 2024

Age: 34   Director Since: January 2020   Committee Membership: ● None		Whitney Wolfe Herd     PRINCIPAL OCCUPATION AND OTHER INFORMATION   Whitney Wolfe Herd is the founder of Bumble app and has served as our Executive Chair since January 2024 and as a member of our Board of Directors since January 2020. Before assuming the Executive Chair role, Ms. Wolfe Herd served as the Chief Executive Officer of the Company from January 2020. Prior to founding Bumble app in 2014, Ms. Wolfe Herd was a co-founder of Tinder, a dating application, where she served as Vice President of Marketing from May 2012 to April 2014. Currently, Ms. Wolfe Herd serves on the board of directors of Imagine Entertainment as well as the executive board at Southern Methodist University’s Dedman College of Humanities and Sciences, where she graduated with a B.A. in International Studies.   QUALIFICATIONS   Ms. Wolfe Herd’s perspective and experience as our Founder and former Chief Executive Officer make her a valuable member of our Board of Directors.

Age: 44   Director Since: January 2024   Committee Membership: ● None		Lidiane S. Jones     PRINCIPAL OCCUPATION AND OTHER INFORMATION   Lidiane S. Jones is our Chief Executive Officer and has served as a member of our Board of Directors since January 2024. Prior to joining the Company, Ms. Jones served as the Chief Executive Officer of Slack Technologies, which is wholly owned by Salesforce, Inc., from December 2022 to December 2023. Prior to that, Ms. Jones served in various roles at Salesforce from July 2019, including Executive Vice President & General Manager for Digital Experiences and Executive Vice President of Commerce Cloud. Prior to joining Salesforce, Ms. Jones was Vice President, Software Product Management at Sonos, Inc. from September 2015 to July 2019. Prior to her time with Sonos, Ms. Jones spent nearly 13 years at Microsoft Corporation, where she held product manager roles of increasing responsibility, including for Microsoft Office Shared Experiences, Enterprise Management and Azure Machine Learning. Ms. Jones currently serves as a board trustee at the Shady Hill School, a non-profit independent, co-educational day school in Cambridge, Massachusetts. Previously, Ms. Jones served as a board observer for Astound Commerce, an e-commerce agency, and a director of Compass Working Capital, a nonprofit financial services firm. Ms. Jones holds a B.S. in Computer Science from the University of Michigan.   QUALIFICATIONS   Ms. Jones’s extensive leadership experience with technology companies, together with her perspective and experience as our Chief Executive Officer, makes her a valuable member of our Board of Directors.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Age: 57   Director Since: July 2020   Committee Membership: ● Audit and Risk ● Compensation (Chair)		Elisa A. Steele     PRINCIPAL OCCUPATION AND OTHER INFORMATION   Elisa A. Steele has served as a member of our Board of Directors since July 2020. Ms. Steele has served as a director of Namely, Inc., a human resources software company, including serving as the chair of the Namely board of directors from July 2019 through the sale of the company in 2022. She previously served as the Chief Executive Officer of Namely from August 2018 to July 2019. Prior to joining Namely, Ms. Steele served in various positions at Jive Software, Inc., a collaboration software company (acquired by Aurea Software, Inc.), including as Chief Executive Officer and President, from February 2015 to July 2017. Prior to joining Jive Software, Ms. Steele served as Chief Marketing Officer and Corporate Vice President, Consumer Apps & Services at Microsoft Corporation, a worldwide provider of software, services and solutions, and Chief Marketing Officer of Skype, an internet communications company. Ms. Steele also has held executive leadership positions at Yahoo! Inc. and NetApp, Inc. Ms. Steele also serves on the boards of directors of Splunk Inc. (NASDAQ: SPLK), Amplitude, Inc. (NASDAQ: AMPL), Procore Technologies, Inc. (NYSE: PCOR) and JFrog Ltd (NASDAQ: FROG). Ms. Steele holds a B.S. in Business Administration from the University of New Hampshire and an M.B.A. from the Lam Family College of Business at San Francisco State University.   QUALIFICATIONS   Ms. Steele’s extensive strategic and leadership experience with technology companies, together with her extensive service on the boards of public companies, makes her a valuable member of our Board of Directors, as well as our Audit and Risk and Compensation Committees.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

Continuing Directors

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

Class I—Directors Whose Term Expires in 2025

Age: 64   Director Since: March 2020   Committee Membership: ● Nominating and Corporate   Governance (Chair)		Ann Mather   PRINCIPAL OCCUPATION AND OTHER INFORMATION   Ann Mather has served as the Lead Director of our Board of Directors since January 2024 and served as the Chair of our Board of Directors from March 2020 to December 2023. Ms. Mather has more than 20 years of experience serving as a finance executive in a number of technology companies, particularly public companies, overseeing and assessing company performance. Ms. Mather also serves as a member of the boards of directors of Blend Labs, Inc. (NYSE: BLND), a bank software company; and Netflix, Inc. (NASDAQ: NFLX), a streaming media company. Ms. Mather also serves on the board of directors of Veem Inc., a payment service provider, Color Health, Inc., an essential healthcare service provider, and Aible, Inc., an enterprise AI solutions provider. Ms. Mather also serves as an independent trustee to the Dodge & Cox Funds board of trustees. From September 1999 to April 2004, Ms. Mather was Executive Vice President and Chief Financial Officer of Pixar, a computer animation film studio. Prior to her service at Pixar, Ann was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. Ann holds a Master of Arts degree from the University of Cambridge, is an honorary fellow of Sidney Sussex College, Cambridge, and is a chartered accountant.   QUALIFICATIONS   Ms. Mather’s extensive financial, operational and corporate governance expertise, particularly within technology companies, as well as her extensive service on the boards of public companies, makes her a valuable member of our Board of Directors and Nominating and Corporate Governance Committee.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Age: 50   Director Since: January 2020   Committee Membership: ● Compensation		Jonathan C. Korngold   PRINCIPAL OCCUPATION AND OTHER INFORMATION   Jonathan C. Korngold has served as a member of our Board of Directors since January 2020. Mr. Korngold is a Senior Managing Director and Global Head of Blackstone’s Growth Equity Business, which is focused on providing capital to companies seeking to manage the execution risks associated with high-growth environments. Mr. Korngold is a member of both the BXG and Tactical Opportunities Investment Committees at Blackstone. Prior to joining Blackstone in 2019, Mr. Korngold served in various roles at General Atlantic since 2001, most recently as the head of General Atlantic’s Global Financial Services and Healthcare sectors, Chairman of the firm’s Portfolio Committee, and as a member of the firm’s Management and Investment Committees. Prior to joining General Atlantic in 2001, Mr. Korngold was a member of Goldman Sachs’ Principal Investment Area and Mergers & Acquisitions groups in London and New York, respectively. Mr. Korngold holds an M.B.A. from Harvard Business School and graduated with an A.B. in Economics from Harvard College.   QUALIFICATIONS   Mr. Korngold’s extensive strategic, financial and leadership experience, as well as his extensive experience with investments in technology companies, makes him a valuable member of our Board of Directors and Compensation Committee.

Age: 53   Director Since: February 2021   Committee Membership: ● Nominating and Corporate   Governance		Jennifer B. Morgan   PRINCIPAL OCCUPATION AND OTHER INFORMATION   Jennifer B. Morgan has served as a member of our Board of Directors since February 2021. Ms. Morgan is the Global Head of Portfolio Operations at Blackstone. Prior to joining Blackstone in November 2020, Ms. Morgan served in various leadership roles at SAP SE from 2004 to April 2020, including most recently as Co-Chief Executive Officer from October 2019 to April 2020, and served on its executive board between 2017 and 2020. Previously, she was President of the SAP Cloud Business Group in 2019, President of SAP Americas and Asia Pacific Japan, Global Customer Operations, from 2017 to 2019, and President of SAP North America from 2014 to 2017. Prior to that she served in other leadership roles, including as head of SAP North America’s public sector organization and president of its Regulated Industries business unit. Prior to joining SAP SE, she served in various management roles at Siebel Systems and Accenture. Ms. Morgan serves as a member of the board of directors at UKG, Candle Media, the National Academy Foundation, and Cvent Inc. Ms. Morgan holds a B.A. in Finance from James Madison University.   QUALIFICATIONS   Ms. Morgan’s operational experience, particularly with large, complex global companies, as well as her leadership experience with technology companies, makes her a valuable member of our Board of Directors and Nominating and Corporate Governance Committee.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

Age: 60   Director Since: August 2020   Committee Membership: ● Audit and Risk ● Compensation		Pamela A. Thomas-Graham   PRINCIPAL OCCUPATION AND OTHER INFORMATION   Pamela A. Thomas-Graham has served as a member of our Board of Directors since August 2020. Since August 2016, Ms. Thomas-Graham has served as the Founder and Chief Executive Officer of Dandelion Chandelier LLC, a private digital media enterprise focused on the world of luxury. From 2010 to 2016, she served as a member of the Executive Board at Credit Suisse, a multinational investment bank and financial services company. While at the firm she held several titles, including Chair, New Markets for the Private Bank; and Global Chief Marketing and Talent Officer. From 2008 to 2010, she served as a Managing Director at Angelo, Gordon & Co., a privately held investment firm. From 2005 to 2007, Ms. Thomas-Graham was a Group President of Liz Claiborne Inc. (now Tapestry). She served as President and Chief Executive Officer of NBC Universal’s CNBC television, and President and Chief Executive Officer of CNBC.com, beginning in 1999. She began her career at global consultancy firm McKinsey & Co. in 1989, becoming the firm’s first black woman partner in 1995. Ms. Thomas-Graham serves as a board member of Peloton Interactive Inc. (NASDAQ: PTON); Rivian Automotive, Inc. (NASDAQ: RIVN); Bank of N.T. Butterfield & Son (NYSE: NTB); and Compass, Inc. (NYSE: COMP). Ms. Thomas-Graham holds a B.A. in Economics from Harvard University and a joint M.B.A.—J.D. from Harvard Business School and Harvard Law School.   QUALIFICATIONS   Ms. Thomas-Graham’s extensive strategic and operational experience, together with her extensive service on the boards of public companies, makes her a valuable member of our Board of Directors, as well as our Audit and Risk and Compensation Committees.

Class II—Directors Whose Term Expires in 2026

Age: 64   Director Since: October 2020   Committee Membership: ● Audit and Risk (Chair)		R. Lynn Atchison   PRINCIPAL OCCUPATION AND OTHER INFORMATION   R. Lynn Atchison has served as a member of our Board of Directors since October 2020. Ms. Atchison also serves as a director of Q2 Holdings, Inc. (NYSE: QTWO), a provider of virtual banking solutions. Ms. Atchison previously served as Chief Financial Officer of Spredfast, Inc., a social marketing software provider (acquired by Lithium Technologies, LLC.), from February 2017 to September 2018. Prior to joining Spredfast, Ms. Atchison served as the Chief Financial Officer of HomeAway, Inc., a provider of online vacation rental services (acquired by Expedia, Inc.), from August 2006 until March 2016. Prior to that, Ms. Atchison served as Chief Financial Officer of, or consultant to, various software and technology organizations, including Hoover’s Inc., an early online provider of company information. Ms. Atchison began her career with Ernst & Young in the assurance division. Ms. Atchison is a Certified Public Accountant and holds a B.B.A. in accounting from Stephen F. Austin State University.   QUALIFICATIONS   Ms. Atchison’s extensive accounting and financial expertise and extensive experience managing technology companies makes her a valuable member of our Board of Directors and Audit and Risk Committee.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Age: 57   Director Since: July 2020   Committee Membership: ● None		Matthew S. Bromberg   PRINCIPAL OCCUPATION AND OTHER INFORMATION   Matthew S. Bromberg has served as a member of our Board of Directors since July 2020. Mr. Bromberg served as Chief Operating Officer of Zynga Inc., a mobile social game developer, from August 2016 to November 2021. Prior to joining Zynga, Mr. Bromberg served in various roles at Electronic Arts Inc., a video game company, including most recently as Senior Vice President of Strategy and Operations of the mobile division at Electronic Arts Inc. from January 2015 to July 2016. Prior to joining Electronic Arts, Mr. Bromberg was the Founder and Chief Executive Officer of I’mOK Inc., a location-based communication platform for families. Prior to this, Mr. Bromberg served as the President and Chief Executive Officer of Major League Gaming Corp., a professional eSports company, and as Chief Executive Officer of Davidson Media Holdings, LLC, an online gaming investment and consulting partnership, and held a number of senior roles at AOL Inc. (now a subsidiary of Yahoo!). Mr. Bromberg was a former member of the board of directors of Fitbit, Inc. (now a subsidiary of Google) from March 2018 to January 2021. Mr. Bromberg also serves as a Senior Advisor to Blackstone, the world’s largest alternative asset management business. Mr. Bromberg holds a B.A. in English from Cornell University and a J.D. from Harvard Law School.   QUALIFICATIONS   Mr. Bromberg’s extensive strategic and operational experience, particularly with technology companies, makes him a valuable member of our Board of Directors.

Age: 48   Director Since: February 2021   Committee Membership: ● Nominating and Corporate   Governance		Amy M. Griffin   PRINCIPAL OCCUPATION AND OTHER INFORMATION   Amy M. Griffin has served as a member of our Board of Directors since February 2021. Ms. Griffin is the Founder and Managing Partner of G9 Ventures, an early-stage fund focused on supporting companies that empower consumers to live, look, and feel better. Prior to founding G9 Ventures, Ms. Griffin began her career in marketing at Ms. and Working Woman magazines before moving on to work at Sports Illustrated as a Sports Marketing and Olympic Manager. Beginning in 2011, Ms. Griffin started leveraging her operating and branding experience to both invest in and work alongside early-stage companies. In 2018, she formalized her portfolio into G9 Ventures. Ms. Griffin currently serves on the board of directors of Spanx and Gagosian Gallery, in addition to the board of trustees of The Metropolitan Museum of Art and the women’s board of the Boys Club of New York. Ms. Griffin serves on the advisory board of the One Love Foundation and has held board positions at a number of other organizations, including KIPP, The Virginia Athletics Foundation, The Spence School, and The Mead Foundation. She also serves as a trustee of the John & Amy Griffin Foundation. Ms. Griffin graduated from The University of Virginia with a B.A. in English.   QUALIFICATIONS   Ms. Griffin’s experience as a successful entrepreneur and investor, together with her marketing and operating experience, makes her a valuable member of our Board of Directors and Nominating and Governance Committee.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

Age: 45   Director Since: October 2023   Committee Membership: ● None		Sissie L. Hsiao   PRINCIPAL OCCUPATION AND OTHER INFORMATION   Sissie L. Hsiao has served as a member of our Board of Directors since October 2023. Ms. Hsiao is the Vice President and General Manager of Google Assistant and Bard, leading many of Google’s advancements applying AI, natural language, and speech technologies to consumer products. Prior to her current role at Google, Ms. Hsiao was responsible as Vice President and General Manager for Google’s Display, Video, and App Advertising businesses between 2012 and 2021. Prior to that, she led product development of Google Analytics and Google Slides from 2006 to 2012. Ms. Hsiao’s career started at Microsoft, where she was responsible for graphics technologies within the Microsoft Office suite from 2000 to 2006. Ms. Hsiao holds a B.S. in Electrical Engineering and Computer Science from UC Berkeley.   QUALIFICATIONS   Ms. Hsiao’s extensive strategic and operational experience, particularly with technology companies, makes her a valuable member of our Board of Directors.

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

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The following table provides summary information concerning the compensation of our non-employee directors for the year ended December 31, 2023. The compensation paid to Whitney Wolfe Herd, who is our Executive Chair, is presented in the section entitled “Executive Compensation” below.

Non-Employee Director Compensation Policy

In connection with our IPO, our Board of Directors adopted a compensation framework for the non-employee directors of the Company (other than directors employed by Blackstone Inc. and its affiliates) as follows:

COMPENSATION OF DIRECTORS

Effective June 6, 2023, our Board of Directors adopted a revised director compensation policy for the non-employee directors of the Company (other than directors employed by Blackstone Inc. and its affiliates) as follows:

Cash Compensation:

Equity-Based Compensation:

Furthermore, all directors are reimbursed for their reasonable out-of-pocket expenses related to their service as directors.

Effective October 2, 2023, the director compensation policy was further revised to add the following component to equity-based compensation:

Equity-Based Compensation:

Effective January 1, 2024, the director compensation policy was further revised to provide for an increase in cash compensation as follows:

Cash Compensation:

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COMPENSATION OF DIRECTORS

In addition, all references in the director compensation policy to the chairperson of the Board were revised to refer to the Lead Director of the Board. Furthermore, the policy was revised to provide that expenses related to attendance at certain director continuing education programs are reimbursable, subject to pre-approval.

The Audit and Risk Committee has selected Ernst & Young LLP (“Ernst & Young”) to serve as our independent registered public accounting firm for 2024. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Ernst & Young to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit and Risk Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit and Risk Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

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

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

Audit and Non-Audit Fees

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

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

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

Consistent with SEC policies regarding auditor independence and the Audit and Risk Committee’s charter, the Audit and Risk Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit and Risk Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be

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

performed by our independent registered public accounting firm and, subject to the next sentence, pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. As part of such procedures, the Audit and Risk Committee has delegated to its chair the authority to review and pre-approve any such services in between the Audit and Risk Committee’s regular meetings. Any such pre-approval will be subsequently considered and ratified by the Audit and Risk Committee at the next regularly scheduled meeting.

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

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

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

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

Our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and maintaining an adequate system of disclosure controls and internal controls over financial reporting designed to assure compliance with accounting standards and applicable laws and regulations. Ernst & Young, our independent registered public accounting firm for the year ended December 31, 2023, was responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. The Audit Committee monitors these processes, relying, without independent verification, on the information provided to it and the representations made by management.

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

The Audit Committee also reviewed the fees paid to Ernst & Young during the year ended December 31, 2023 for audit and non-audit services, which fees are described under “Proposal No. 2—Ratification of Independent Registered Public Accounting Firm—Audit and Non-Audit Fees.” The Audit Committee has determined that the rendering of all non-audit services by Ernst & Young were compatible with maintaining its independence from us.

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

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REPORT OF THE AUDIT COMMITTEE

Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.

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

R. Lynn Atchison, Chair

Elisa A. Steele

Pamela A. Thomas-Graham

In accordance with the Dodd-Frank Act and SEC Rule 14a-21 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking stockholders to approve an advisory (non-binding) resolution on the compensation of our named executive officers as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, policies and practices as described in this Proxy Statement. Although the voting results are not binding, the Board and the Compensation Committee will take into account the results of the vote when considering future executive compensation arrangements.

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

STOCKHOLDERS ARE BEING ASKED TO VOTE ON THE FOLLOWING RESOLUTION:

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

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

Whitney Wolfe Herd, age 34, is the founder of Bumble app and has served as our Executive Chair since January 2024 and as a member of our Board of Directors since January 2020. Before assuming the Executive Chair role, Ms. Wolfe Herd served as the Chief Executive Officer of the Company from January 2020. Prior to founding Bumble app in 2014, Ms. Wolfe Herd was a co-founder of Tinder, a dating application, where she served as Vice President of Marketing from May 2012 to April 2014. Currently, Ms. Wolfe Herd serves on the board of directors of Imagine Entertainment as well as the Executive Board at Southern Methodist University’s Dedman College of Humanities and Sciences, where she graduated with a B.A. in International Studies.

Lidiane S. Jones, age 44, is our Chief Executive Officer and has served as a member of our Board of Directors since January 2024. Prior to joining the Company, Ms. Jones served as the Chief Executive Officer of Slack Technologies, which is wholly owned by Salesforce, Inc., from December 2022 to December 2023. Prior to that, Ms. Jones served in various roles at Salesforce from July 2019, including Executive Vice President & General Manager for Digital Experiences and Executive Vice President of Commerce Cloud. Prior to joining Salesforce, Ms. Jones was Vice President, Software Product Management at Sonos, Inc. from September 2015 to July 2019. Prior to her time with Sonos, Ms. Jones spent nearly 13 years at Microsoft Corporation, where she held product manager roles of increasing responsibility, including Microsoft Office Shared Experiences, Enterprise Management and Azure Machine Learning. Ms. Jones currently serves as a board trustee at the Shady Hill School, a non-profit independent, co-educational day school in Cambridge, Massachusetts. Previously, Ms. Jones served as a board observer for Astound Commerce, an e-commerce agency, and a director of Compass Working Capital, a nonprofit financial services firm. Ms. Jones holds a B.S. in Computer Science from the University of Michigan.

Anuradha B. Subramanian, age 42, has served as our Chief Financial Officer since September 2020. Prior to joining the Company, Ms. Subramanian served as Chief Financial Officer, Digital at Univision Communications Inc. from February 2018 to September 2020. Prior to that, Ms. Subramanian served as Chief Financial Officer, Digital at VICE Media during 2017. Prior to that, Ms. Subramanian served in various roles at Scripps Networks Interactive from August 2010 to January 2017, including most recently as the Head of Finance, Digital. Prior to Scripps Networks, Ms. Subramanian worked in investment banking at Citi as part of the Media and Telecom group. Ms. Subramanian began her career at Ernst & Young in the assurance division. Currently, Ms. Subramanian serves on the board of directors of The New York Times Company. Ms. Subramanian holds an M.B.A from the Yale School of Management and a Bachelor of Commerce (Honors) from Delhi University and is a Chartered Accountant in India.

Introduction

The following discussion describes the significant elements of the compensation program for our principal executive officer, principal financial officer and our two other most highly-compensated executive officers for fiscal year 2023 (referred to herein as our “named executive officers” or “NEOs”), who are as follows:

Executive Summary

This Compensation Discussion and Analysis provides an overview of Bumble Inc.’s executive compensation programs, policies, and practices for our fiscal year 2023. Our executive compensation program is designed to incentivize the achievement of strategic goals, align the interests of our executives with those of the Company and its stockholders, and reward executives with market-competitive compensation when performance goals are achieved.

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

In fiscal year 2023, we delivered:

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy

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

Bumble’s Compensation Philosophy and Guiding Principles

Say on Pay

In 2023, we provided our stockholders their first opportunity to cast an advisory say-on-pay vote to approve the compensation of our named executive officers. At the 2023 Annual Meeting of Stockholders, approximately 94% of stockholders approved the advisory Say on Pay Vote. At the 2023 Annual Meeting of Stockholders, the stockholders also approved a resolution advising the Company to seek an advisory Say on Pay vote every year. Accordingly, as described in this Proxy Statement, we will be seeking feedback from our stockholders on executive compensation this year with an advisory Say on Pay vote. Although the vote is non-binding, we value feedback from our stockholders and both the Board and the Compensation Committee will consider the Say-on-Pay vote results when making future compensation decisions.

COMPENSATION DISCUSSION AND ANALYSIS

Pay Policies and Practices

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

Compensation-Setting Process

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

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

In 2023, Ms. Wolfe Herd and Mr. Shaukat made recommendations to the Compensation Committee with respect to the compensation for each of the other named executive officers and Ms. Wolfe Herd made recommendations for Mr. Shaukat. The Compensation Committee then reviewed the compensation for Ms. Wolfe Herd and Mr. Shaukat and the other named executive officers and recommended certain compensation adjustments for Ms. Wolfe Herd to the Board. These adjustments were made to reflect executive performance and to better align with peer group market practices.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Consultant

For the first portion of 2023, the Company retained Mercer, a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”), to provide advice and recommendations with respect to the Company’s executive compensation programs. After a robust selection process, the Committee retained Semler Brossy to replace Mercer and to provide executive compensation consulting services to the Committee beginning in June 2023.

Each of Mercer and Semler Brossy were retained to provide the following services:

Based on its review, the Compensation Committee does not believe that either Mercer or Semler Brossy had a conflict of interest with respect to the work performed for the Compensation Committee in 2023. The Compensation Committee has also evaluated the independence of both Mercer and Semler Brossy pursuant to the rules of the SEC and Nasdaq and no relationships were identified that would impact either consultant’s independence.

Besides Mercer’s work performed on behalf of the Compensation Committee, Mercer and its affiliates also provided other non-executive compensation services to us. These services are approved by management who oversee the specific areas of business for which the services are provided. The total amount paid for these other services provided in 2023 was approximately $427,532. These services included services relating to our equity and benefits plans as well as insurance brokerage services that are provided not by Mercer itself, but by other companies owned by MMC, the parent company of Mercer, which therefore are considered affiliates even though they operate independently of Mercer. The decision to engage Mercer and its affiliates for these other services was made, or recommended, by management, and the Compensation Committee did approve such other services of the compensation consultant or its affiliates. Mercer’s fees for executive compensation consulting in fiscal year 2023 were approximately $121,600. The Compensation Committee concluded that the services provided by the MMC affiliates (other than Mercer), did not raise any conflicts of interest. Semler Brossy does not provide any non-executive compensation services to the Company.

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

COMPENSATION DISCUSSION AND ANALYSIS

Peer Group

In setting executive compensation, the Compensation Committee considers the compensation programs of our competitors, primarily companies in the consumer technology and software industries, to help determine the competitiveness of pay levels and pay mix for executives. In 2023, Mercer reassessed the 2022 peer group and recommended the removal of Peloton Interactive, Inc., Roku, Inc. and Zynga Inc., and proposed the addition of two companies (Box, Inc. and Hashicorp, Inc., as noted in the table below) given that their size and business model more closely align with those of Bumble and given that Bumble competes for talent with a similar skill set as both Box, Inc. and Hashicorp, Inc., ultimately resulting in the Compensation Committee referencing a peer group of 18 companies. In addition to these 18 peers, the Compensation Committee looked at a group of nine reference peers in our industry, as set forth in the table below. This reference peer group helped inform the structuring of our incentive practices but did not inform decisions related to NEO pay levels.

The Compensation Committee considered market information provided by Mercer on base salaries, short-term incentive (“STI”) and long-term incentive (“LTI”) plan designs based on public disclosure of the 18 peer companies listed in the table below. The Compensation Committee also considered the peer group information in determining STI and LTI plan design and target opportunities for fiscal year 2023. Although the Compensation Committee does not target a fixed percentile relative to the peer group when setting executive compensation for all NEOs, it reviews such peer company information and market data to better assess the range of compensation needed to attract, retain and motivate executive talent in our highly competitive industry.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Components

The compensation of our named executive officers includes three main components: (i) base salary; (ii) STI (our annual cash incentive plan); and (iii) LTI consisting of stock options and RSUs. Incentive units, which are not included in the table below, were granted to our named executive officers pre-IPO and continue to remain outstanding and eligible to vest as described below under “—Long-term Equity Incentive Awards—Pre-IPO Award 2023 Award Modifications.”

2023 Compensation Elements