Bumble Agrees To $6.05 A Share Cash Buyout From Ithaca, A 138% Premium
The $1.3 billion deal has majority-holder approval by written consent, so no shareholder vote is needed.
Bumble entered into a merger agreement on October 12 to be bought by Ithaca Holdings for $6.05 per Class A share in cash, an 8-K filed Tuesday shows. The companies put the deal at $1.3 billion and the price at an approximately 138% premium to the October 9 close.
What the filing says
The joint press release also cites a premium of approximately 119% to the 30-day volume-weighted average price as of October 9. Class B shares convert to $0.000001 each. Stock options are cancelled for no consideration.
Affiliates of Blackstone and founder Whitney Wolfe Herd approved the deal by written consent after signing, so holders need take no further action. Wolfe Herd recused herself from the board's vote, which was otherwise unanimous on a special committee's recommendation.
Wolfe Herd, through an affiliated entity, will roll shares into an Ithaca subsidiary in exchange for equity there; those shares do not receive the cash price. Greenoaks Prime Radiant LP agreed to provide equity financing, and the agreement has no financing condition.
When the deal closes, Ithaca co-CEOs Ravi Gupta and John Hegeman become Bumble's co-CEOs. Wolfe Herd said she "will remain actively involved with Bumble." Bumble is expected to stay based in Austin.
Termination fees and the end date
Ithaca would pay Bumble a $102 million parent termination fee if, among other triggers, it fails to close when required or commits an uncured material breach. That money must be placed in escrow by October 19.
A $29 million fee that Bumble would have owed Ithaca applied only to certain circumstances before the written consent was delivered. It can still become payable in later specified cases, such as a rival proposal announced and not withdrawn, followed by a deal within 12 months of termination. Either side can walk away if the merger has not closed by July 12, 2027.
What it changes for holders
Bumble goes private. The stock had been weak: shares jumped almost 50% Monday on a report of advanced talks. In Tuesday pre-market trading, shares were up about 4% at $3.95 after a $3.80 close Monday, which predated the announcement.
The business has been shrinking: paying users fell to about 3.7 million in 2025, and revenue declined nearly 10% to about $966 million. Reuters, carried by RTE, also reported total paying users down 16.4% in the second quarter ended June 30, to 3.2 million.
What to watch
Bumble plans to file its quarterly report by November 9 with no earnings release or call. A Schedule 14C information statement must be mailed to shareholders, with 20 days to pass before closing.
The $102 million escrow deadline of October 19 is the first dated test of Ithaca's commitment.
Sources
- 8-K Filing — Bumble Inc. (BMBL) — SEC EDGAR
- Exhibit dp254907_ex9901.htm — Bumble Inc. 8-K exhibit — SEC EDGAR
- Bumble shares soar after report dating firm in $1bn takeover talks — BBC
- Bumble in advanced talks to go private - source — rte.ie
