You should read the following discussion and analysis of the financial condition and results of operations of Bumble Inc. in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in Part I, “Item 1 – Financial Statements (Unaudited).” This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, without limitation, those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and those identified under “Special Note Regarding Forward-Looking Statements” herein and Part I, “Item 1A—Risk Factors" in our 2025 Form 10-K.
Overview
We provide online dating and social networking applications through free, subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble operates a family of apps, including Bumble, BFF and Badoo. Bumble app, launched in 2014, is one of the first dating apps built with women at the center. Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in several countries in Europe and Latin America. Building on the BFF mode in Bumble app, in July 2023, we officially launched a standalone Bumble For Friends app, which we relaunched in September 2025 as BFF in the United States, our dedicated app for friend-finding, group connections and community-building.
Quarter ended June 30, 2026 Consolidated Results
For the three months ended June 30, 2026 and 2025, we generated:
•Total revenue of $210.5 million and $248.2 million, respectively;
•Bumble App Revenue of $171.7 million and $201.4 million, respectively;
•Badoo App and Other Revenue of $38.8 million and $46.8 million, respectively;
•Net loss of $127.9 million, or (60.7)% of revenue, which included a $169.3 million impairment charge, compared to net loss of $367.0 million, or (147.8)% of revenue, which included a $404.9 million impairment charge; and
•Adjusted EBITDA of $72.9 million and $94.6 million, respectively, representing Adjusted EBITDA margins of 34.6% and 38.1%, respectively.
Year-to-Date ended June 30, 2026 Consolidated Results
For the six months ended June 30, 2026 and 2025, we generated:
•Total revenue of $422.9 million and $495.3 million, respectively;
•Bumble App Revenue of $344.4 million and $403.2 million, respectively;
•Badoo App and Other Revenue of $78.5 million and $92.1 million, respectively;
•Net loss of $75.3 million, or (17.8)% of revenue, which included a $169.3 million impairment charge, compared to net loss of $347.2 million, or (70.1)% of revenue, which included a $408.5 million impairment charge;
•Adjusted EBITDA of $155.5 million and $159.0 million, respectively, representing Adjusted EBITDA margins of 36.8% and 32.1%, respectively;
•Net cash provided by operating activities of $130.9 million and $114.5 million, respectively *; and
•Free cash flow of $124.9 million and $108.6 million, respectively, representing free cash flow conversion of 80.3% and 68.3%, respectively.
* Operating cash flow conversion rate was not meaningful for the year-to-date periods.
For a reconciliation of Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Free Cash Flow Conversion, which are all non-GAAP measures, to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion useful and a discussion of the material risks and limitations of these measures, please see “Non-GAAP Financial Measures.”
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Key Operating and Financial Metrics
We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe these non-GAAP and operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.
The following metrics were calculated excluding paying users of and revenue generated from Official, advertising and partnerships or affiliates. The Bumble For Friends app was relaunched as BFF in the United States in September 2025. The Company has not sought to generate revenue from the BFF app and therefore it is excluded from our key operating metrics as of June 30, 2026.
(In thousands, except ARPPU) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Bumble App Paying Users 2,077.1 2,499.8 2,079.6 2,604.1
Badoo App and Other Paying Users 1,080.1 1,277.4 1,082.2 1,291.9
Total Paying Users(1) 3,157.2 3,777.2 3,161.7 3,896.0
Bumble App Average Revenue per Paying User $ 27.55 $ 26.85 $ 27.60 $ 25.81
Badoo App and Other Average Revenue per Paying User $ 11.21 $ 11.57 $ 11.23 $ 11.14
Total Average Revenue per Paying User $ 21.96 $ 21.69 $ 22.00 $ 20.94
(1) The sum of individual metrics may not always equal total amounts indicated due to rounding.
(In thousands, except per share data and percentages) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Condensed Consolidated Statements of Operations Data:
Revenue $ 210,526 $ 248,229 422,909 495,330
Net loss (127,893) (366,983) (75,271) (347,152)
Net loss attributable to Bumble Inc. shareholders (110,057) (253,744) (64,846) (240,300)
Net loss per share attributable to Bumble Inc. shareholders
Basic loss per share $ (0.84) $ (2.45) $ (0.50) $ (2.31)
Diluted loss per share $ (0.84) $ (2.45) $ (0.50) $ (2.31)
(In thousands) June 30, 2026 December 31, 2025
Condensed Consolidated Balance Sheets Data:
Total assets $ 1,220,227 $ 1,425,078
Cash and cash equivalents 153,958 175,760
Long-term debt, net including current maturities 451,041 588,465
Profitability and Liquidity
We use net earnings (loss) and net cash provided by (used in) operating activities to assess our profitability and liquidity, respectively. In addition to net earnings (loss) and net cash provided by (used in) operating activities, we also use the following measures:
•Adjusted EBITDA. We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment charge, costs associated with restructuring and loss on extinguishment of debt. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
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•Free cash flow. We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA.
Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
See “Non-GAAP Financial Measures” for additional information and a reconciliation of net earnings (loss) to Adjusted EBITDA and Adjusted EBITDA margin and net cash provided by (used in) operating activities to free cash flow.
Key Factors Affecting our Performance
Our results of operations and financial condition have been, and will continue to be, affected by a number of factors, including those discussed below.
Growth Strategy
As previously disclosed, we have implemented a business strategy and transformation plan intended to deliver durable member value and drive long-term sustainable revenue. As part of this strategy, we have focused on fostering a vibrant and healthy membership base and improving the member experience through product innovation, including modernizing our technology and increased use of artificial intelligence in our products and in the optimization of our operations. To align with these priorities, we have rebalanced our marketing investment, increasing our focus on brand and organic demand generation while optimizing performance marketing to efficiently acquire high-quality, incremental members who strengthen the health of our membership base. As we transition from the completion of the quality reset to our membership base, our primary focus has shifted to improving the member experience through product innovation, enabled by our ongoing investment in a more modern technology platform, including application re-architecture, migration to cloud hosting, and adoption of select vendor solutions to replace certain homegrown systems. As we address these areas of focus, our revenue and paying users have been, and may continue to be, negatively impacted in the short term. Furthermore, if we do not successfully implement this strategy, our business, financial condition and results of operations could be materially adversely affected.
See also “If we fail to retain existing members or add new members, or if our members decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” of our 2025 Form 10-K.
Macroeconomic Conditions
Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary, and trade policy, including the introduction of higher tariffs by the U.S. government, inflationary pressures that may affect consumer spending, and fluctuations in foreign currency exchange rates, have impacted and may continue to impact our results of operations, as well as our members who face greater pressure on disposable income. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.
For additional information, see Part I, “We are exposed to changes in the global macroeconomic environment beyond our control, which may adversely affect consumer discretionary spending, demand for our products and services, our expenses, and our ability to execute strategic plans” in “Item 1A—Risk Factors—General Risk Factors” of our 2025 Form 10-K.
Factors Affecting the Comparability of Our Results of Operations
As a result of a number of factors, our historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.
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Debt Refinancing
In April 2026, certain of our subsidiaries entered into a term loan credit agreement (the “2026 Credit Agreement”) providing for a term loan facility in an aggregate principal amount of $475.0 million, which matures in April 2030. We used proceeds from the 2026 Credit Agreement, together with cash on hand, to repay in full and terminate our existing indebtedness under the 2020 Credit Agreement (as defined in “Liquidity and Capital Resources” below). The 2026 term loan bears interest, at the borrower's election, at a rate equal to the Term Secured Overnight Financing Rate (“Term SOFR”) plus 8.0% or a base rate plus 7.0%. As of June 30, 2026, the interest rate in effect for the 2026 term loan was 11.62%, compared with interest rates of 7.18% and 7.68% for the Original Term Loan and Incremental Term Loan, respectively, under the 2020 Credit Agreement (each as defined in “Liquidity and Capital Resources” below) as of June 30, 2025. In connection with the April 2026 debt refinancing, we recognized a loss on extinguishment of debt of approximately $1.5 million, consisting primarily of the write-off of unamortized debt issuance costs, during the three and six months ended June 30, 2026. For additional information, see Note 8, Debt, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Share Repurchase Program
We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. During the six months ended June 30, 2026, we did not repurchase any shares of Class A common stock. During the six months ended June 30, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. As of June 30, 2026, a total of $50.1 million remains available for repurchase under the repurchase program.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Share Repurchase Program, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Tax Receivable Agreement
Concurrent with the completion of the IPO, we entered into a Tax Receivable Agreement with pre-IPO owners including our Founder, our Sponsor, an affiliate of Accel Partners LP and management and other equity holders. In November 2025, the Tax Receivable Agreement was amended to provide for one-time settlement payments as consideration for the complete and full termination of the Company’s payment obligations under the agreement. Prior to its amendment, adjustments to the tax receivable agreement liability were recognized as “Other income (expense), net” on the unaudited condensed consolidated statements of operations.
See Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement, within the annual consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of our 2025 Form 10-K for additional information regarding the Tax Receivable Agreement.
Impairment Charges
During the three months ended June 30, 2026, we identified a triggering event related to a sustained decline in our stock price and the resulting decrease in our market capitalization. As a result, we performed an interim impairment test. Based on the results of the test, we recognized impairment charges of $40.0 million for indefinite-lived intangible assets and $129.3 million for goodwill during the three and six months ended June 30, 2026.
During the three months ended June 30, 2025, we identified a potential impairment triggering event related to our indefinite-lived assets and goodwill. The triggering event was related to our revised 2025 outlook, which reflects a strategic shift to improve the health of our membership base. As a result, we performed an interim impairment test. Based on the results of the test, we recognized impairment charges of $140.0 million for indefinite-lived intangible assets and $258.1 million for goodwill during the three months ended June 30, 2025. We also recorded an impairment charge of $6.8 million during the three months ended June 30, 2025 in conjunction with the classification of Fruitz to held for sale. In addition, during the six months ended June 30, 2025, we recognized impairment charges of $3.6 million for the Official asset group due to the then-anticipated discontinuation of the Official app.
We have historically recorded impairment charges related to our indefinite-lived assets, long-lived assets, definite-lived intangible assets and goodwill. It is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired. A change in corporate strategy, a further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future. In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.
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For additional information, see Note 4, Goodwill and Intangible Assets, Net, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q, as well as Note 2, Summary of Selected Significant Accounting Policies—Goodwill,—Indefinite-Lived Intangible Assets and —Long-Lived Assets and Definite-Lived Intangible Assets, Note 6, Sale of a Business, and Note 8, Goodwill and Intangible Assets, Net to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of our 2025 Form 10-K.
Restructuring
In June 2025, we announced our decision to reduce our global workforce (the “2025 Restructuring Plan”) by approximately 240 roles, representing approximately 30% of our employees, as we realign our operating structure to optimize execution on our strategic priorities. We expect to incur approximately $16.0 million of total non-recurring charges through the end of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees.
In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps. The Official app was discontinued during the second quarter of 2025 and Fruitz was sold to a third party in July 2025. We incurred $1.4 million of expenses through the third quarter of 2025, primarily related to employee severance, benefits and related charges for impacted employees.
For additional information, see Note 5, Restructuring, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Components of Results of Operations
Our business is organized into a single reportable segment.
Revenue
We monetize the Bumble, Bumble For Friends and Badoo apps via a freemium model where the use of our service is free and a subset of our members pay for subscriptions or in-app purchases to access premium features. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases.
We also earn revenue from online advertising and partnerships, which are not a significant part of our business. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.
Cost of revenue
Cost of revenue consists primarily of in-app purchase fees due on payments processed through the Apple App Store and Google Play Store. Purchases on Android, mobile web and desktop may have additional payment methods, such as credit card or via telecom providers. These purchases incur fees which vary depending on payment method. Purchase fees are deferred and expensed over the same period as revenue.
Cost of revenue also includes data center expenses such as rent, power and bandwidth for running servers, cloud hosting costs, employee compensation (including stock-based compensation) and other employee related costs, impairment of capitalized aggregator costs associated with breakage revenue and restructuring charges. Expenses relating to member care functions such as member support, moderators and other auxiliary costs associated with providing services to members such as fraud prevention are also included within cost of revenue.
Selling and marketing expense
Selling and marketing expense consists primarily of brand marketing, digital and social media spend, field marketing, restructuring charges, compensation expense (including stock-based compensation) and other employee-related costs for personnel engaged in sales and marketing functions.
General and administrative expense
General and administrative expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources. General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims and accruals for future legal obligations that are deemed probable and estimable, restructuring charges, certain indirect taxes and other administrative expenses.
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Product development expense
Product development expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, as well as restructuring charges.
Depreciation and amortization expense
Depreciation and amortization expense is primarily related to computer equipment, leasehold improvements, furniture and fixtures, developed technology, user base, white label contracts, trademarks and other definite-lived intangible assets.
Impairment charge
Impairment charge relates to impairment charges to indefinite-lived intangible assets, long-lived assets and definite-lived intangible assets, and goodwill as applicable.
Interest income (expense), net
Interest income (expense), net consists of interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.
Other income (expense), net
Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement (benefit) expense, sub-lease income, changes in fair value of investments in equity securities, gain (loss) on sale of businesses and loss on extinguishment of debt.
Income tax benefit (provision)
Income tax benefit (provision) represents the income tax benefit or expense associated with our operations based on the tax laws of the jurisdictions in which we operate. These foreign jurisdictions have different statutory tax rates than the United States. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.
Results of Operations
The following table sets forth our unaudited condensed consolidated statements of operations information for the periods presented:
(In thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Revenue $ 210,526 $ 248,229 $ 422,909 $ 495,330
Operating costs and expenses:
Cost of revenue 53,996 74,338 108,820 147,691
Selling and marketing expense 29,214 32,092 56,174 91,826
General and administrative expense 30,650 36,146 61,412 57,790
Product development expense 35,522 32,510 65,693 67,014
Depreciation and amortization expense 3,897 6,631 8,309 16,216
Impairment charge 169,256 404,855 169,256 408,486
Total operating costs and expenses 322,535 586,572 469,664 789,023
Operating loss (112,009) (338,343) (46,755) (293,693)
Interest expense, net (13,861) (10,259) (21,820) (22,308)
Other income (expense), net (4,465) (11,912) 2,276 (18,674)
Loss before income taxes (130,335) (360,514) (66,299) (334,675)
Income tax (provision) benefit 2,442 (6,469) (8,972) (12,477)
Net loss (127,893) (366,983) (75,271) (347,152)
Net loss attributable to noncontrolling interests (17,836) (113,239) (10,425) (106,852)
Net loss attributable to Bumble Inc. shareholders $ (110,057) $ (253,744) $ (64,846) $ (240,300)
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The following table sets forth our unaudited condensed consolidated statements of operations information as a percentage of revenue for the periods presented:
Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Revenue 100.0 % 100.0 % 100.0 % 100.0 %
Operating costs and expenses:
Cost of revenue 25.6 % 29.9 % 25.7 % 29.8 %
Selling and marketing expense 13.9 % 12.9 % 13.3 % 18.5 %
General and administrative expense 14.6 % 14.6 % 14.5 % 11.7 %
Product development expense 16.9 % 13.1 % 15.5 % 13.5 %
Depreciation and amortization expense 1.9 % 2.7 % 2.0 % 3.3 %
Impairment charge 80.4 % 163.1 % 40.0 % 82.5 %
Total operating costs and expenses 153.2 % 236.3 % 111.1 % 159.3 %
Operating loss (53.2 %) (136.3 %) (11.1 %) (59.3 %)
Interest expense, net (6.6 %) (4.1 %) (5.2 %) (4.5 %)
Other income (expense), net (2.1 %) (4.8 %) 0.5 % (3.8 %)
Loss before income taxes (61.9 %) (145.2 %) (15.7 %) (67.6 %)
Income tax (provision) benefit 1.2 % (2.6 %) (2.1 %) (2.5 %)
Net loss (60.7 %) (147.8 %) (17.8 %) (70.1 %)
Net loss attributable to noncontrolling interests (8.5 %) (45.6 %) (2.5 %) (21.6 %)
Net loss attributable to Bumble Inc. shareholders (52.3 %) (102.2 %) (15.3 %) (48.5 %)
The following table sets forth the stock-based compensation expense, included in operating costs and expenses:
(In thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Cost of revenue $ 82 $ 194 $ 132 $ 348
Selling and marketing expense 700 590 1,589 (249)
General and administrative expense 4,945 3,507 11,163 (387)
Product development expense 3,792 1,558 7,453 10,275
Total stock-based compensation expense $ 9,519 $ 5,849 $ 20,337 $ 9,987
During the three months ended June 30, 2026, stock-based compensation expense was higher compared to the same period in 2025, primarily due to higher forfeitures in the 2025 periods and new equity awards granted. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.
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Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Revenue
Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Bumble App $ 171,700 $ 201,380 $ 344,398 $ 403,202
Badoo App and Other 38,826 46,849 78,511 92,128
Total Revenue $ 210,526 $ 248,229 $ 422,909 $ 495,330
Total Revenue was $210.5 million for the three months ended June 30, 2026, compared to $248.2 million for the same period in 2025. The decrease was primarily driven by a decline in Total Paying Users, partially offset by an increase in Total ARPPU, primarily due to favorable fluctuations in foreign currency exchange rates.
Bumble App Revenue was $171.7 million for the three months ended June 30, 2026, compared to $201.4 million for the same period in 2025. This decrease was primarily driven by a 16.9% decline in Bumble App Paying Users to 2.1 million, partially offset by a 2.6% increase in Bumble App ARPPU to $27.55 and favorable fluctuations in foreign currency exchange rates.
Badoo App and Other Revenue was $38.8 million for the three months ended June 30, 2026, compared to $46.8 million for the same period in 2025. This decrease was primarily driven by a 15.4% decline in Badoo App and Other Paying Users to 1.1 million and a 3.1% decline in Badoo App and Other ARPPU to $11.21, partially offset by favorable fluctuations in foreign currency exchange rates.
Total Revenue was $422.9 million for the six months ended June 30, 2026, compared to $495.3 million for the same period in 2025. The decrease was primarily driven by a decline in Total Paying Users, partially offset by an increase in Total ARPPU and favorable fluctuations in foreign currency exchange rates.
Bumble App Revenue was $344.4 million for the six months ended June 30, 2026, compared to $403.2 million for the same period in 2025. This decrease was primarily driven by a 20.1% decline in Bumble App Paying Users to 2.1 million, partially offset by a 6.9% increase in Bumble App ARPPU to $27.60 and favorable fluctuations in foreign currency exchange rates.
Badoo App and Other Revenue was $78.5 million for the six months ended June 30, 2026, compared to $92.1 million for the same period in 2025. This decrease was primarily driven by a 16.2% decline in Badoo App and Other Paying Users to 1.1 million, partially offset by a 0.8% increase in Badoo App and Other ARPPU to $11.23, primarily due to favorable fluctuations in foreign currency exchange rates.
Cost of revenue
(In thousands, except percentages) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Cost of revenue $ 53,996 $ 74,338 $ 108,820 $ 147,691
Percentage of revenue 25.6 % 29.9 % 25.7 % 29.8 %
Cost of revenue for the three months ended June 30, 2026 decreased by $20.3 million, or 27.4%, compared to the same period in 2025. Cost of revenue for the six months ended June 30, 2026 decreased by $38.9 million, or 26.3%, compared to the same period in 2025. The decreases in cost of revenue for the three and six months ended June 30, 2026 were driven primarily by decreases in in-app purchase fees due to lower revenue.
As a percentage of revenue, cost of revenue decreased for the three and six months ended June 30, 2026 as compared to the same period in 2025, primarily due to the reduction in fees as a result of alternate payment methods offered to iPhone operating system members in the United States, partially offset by higher cloud infrastructure and hosting costs.
Selling and marketing expense
(In thousands, except percentages) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Selling and marketing expense $ 29,214 $ 32,092 $ 56,174 $ 91,826
Percentage of revenue 13.9 % 12.9 % 13.3 % 18.5 %
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Selling and marketing expense for the three months ended June 30, 2026 decreased by $2.9 million, or 9.0%, compared to the same period in 2025. The change was primarily due to a $2.5 million decrease driven by lower restructuring costs in 2026 as restructuring activities under the 2025 Restructuring Plan declined, as well as lower personnel costs resulting from headcount reductions.
Selling and marketing expense for the six months ended June 30, 2026 decreased by $35.7 million, or 38.8%, compared to the same period in 2025. The change was primarily due to a $32.2 million decrease in marketing costs, reflecting our strategic shift away from paid member acquisition and performance marketing in favor of brand and organic investment since the second quarter of 2025, as well as a $4.2 million lower restructuring costs in 2026 as restructuring activities under the 2025 Restructuring Plan declined, as well as lower personnel costs resulting from headcount reductions.
General and administrative expense
(In thousands, except percentages) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
General and administrative expense $ 30,650 $ 36,146 $ 61,412 $ 57,790
Percentage of revenue 14.6 % 14.6 % 14.5 % 11.7 %
General and administrative expense for the three months ended June 30, 2026 decreased by $5.5 million, or 15.2%, compared to the same period in 2025. The change was primarily due to a $5.2 million decrease driven by lower restructuring costs in 2026 as restructuring activities under the 2025 Restructuring Plan declined, as well as lower personnel costs resulting from headcount reductions.
General and administrative expense for the six months ended June 30, 2026 increased by $3.6 million, or 6.3%, compared to the same period in 2025. The change was primarily due to an $11.6 million increase in stock-based compensation driven by forfeitures associated with the departure of officers in 2025, partially offset by a $7.7 million decrease driven by lower restructuring costs in 2026 as restructuring activities under the 2025 Restructuring Plan declined, as well as lower personnel costs resulting from headcount reductions.
Product development expense
(In thousands, except percentages) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Product development expense $ 35,522 $ 32,510 $ 65,693 $ 67,014
Percentage of revenue 16.9 % 13.1 % 15.5 % 13.5 %
Product development expense in the three months ended June 30, 2026 increased by $3.0 million, or 9.3%, compared to the same period in 2025. The change was primarily due to a $2.9 million increase in hosting and subscription costs.
Product development expense in the six months ended June 30, 2026 decreased by $1.3 million, or 2.0%, compared to the same period in 2025. The change was primarily due to a $2.9 million decrease driven by capitalized development costs and a $2.8 million decrease in stock-based compensation driven by a lower ongoing run rate associated with employee terminations in 2025, offset by a $4.3 million increase in hosting and subscription fees.
Depreciation and amortization expense
(In thousands, except percentages) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Depreciation and amortization expense $ 3,897 $ 6,631 $ 8,309 $ 16,216
Percentage of revenue 1.9 % 2.7 % 2.0 % 3.3 %
Depreciation and amortization expense for the three months ended June 30, 2026 decreased by $2.7 million, or 41.2%, compared to the same period in 2025. The decrease in depreciation and amortization expense for the three months ended June 30, 2026 was primarily driven by the full amortization of Fruitz and Official's developed technology in the second quarter of 2025 following the February 2025 decision to discontinue those apps.
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Depreciation and amortization expense for the six months ended June 30, 2026 decreased by $7.9 million, or 48.8%, compared to the same period in 2025. The decrease in depreciation and amortization expense for the six months ended June 30, 2026 was primarily driven by the full amortization of Bumble and Badoo's developed technology in February 2025, as well as the full amortization of Fruitz and Official's developed technology in the second quarter of 2025 following the February 2025 decision to discontinue those apps.
Impairment charge
(In thousands, except percentages) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Impairment charge $ 169,256 $ 404,855 $ 169,256 $ 408,486
Percentage of revenue 80.4 % 163.1 % 40.0 % 82.5 %
During the three and six months ended June 30, 2026, we recognized impairment charges of $129.3 million for goodwill and $40.0 million for our indefinite-lived intangible assets. During the three months ended June 30, 2025, we recognized impairment charges of $258.1 million for goodwill, $140.0 million for our indefinite-lived intangible assets and $6.8 million for Fruitz. During the six months ended June 30, 2025, the impairment charges also included a $3.6 million impairment for the Official asset group.
For additional information, see Note 4, Goodwill and Intangible Assets, Net, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Interest expense, net
(In thousands, except percentages) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Interest expense, net $ (13,861) $ (10,259) $ (21,820) $ (22,308)
Percentage of revenue (6.6) % (4.1) % (5.2 %) (4.5 %)
Interest expense, net for the three months ended June 30, 2026 increased by $3.6 million, or 35.1%, compared to the same period in 2025, primarily driven by an increase in interest expense associated with the term loan under the 2026 Credit Agreement following the April 2026 refinancing, a decrease in our interest income from lower investments balances in money market funds, partially offset by an increase in interest income on our interest rate swaps.
Interest expense, net for the six months ended June 30, 2026 decreased by $0.5 million, or 2.2%, compared to the same period in 2025, primarily driven by an increase in interest income on our interest rate swaps, partially offset by an increase in interest expense associated with the term loan under the 2026 Credit Agreement following the April 2026 refinancing.
Other income (expense), net
(In thousands, except percentages) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Other income (expense), net $ (4,465) $ (11,912) $ 2,276 $ (18,674)
Percentage of revenue (2.1 %) (4.8 %) 0.5 % (3.8 %)
Other income (expense), net for the three months ended June 30, 2026 was $(4.5) million, compared to $(11.9) million for the same period in 2025. Other income (expense), net for the six months ended June 30, 2026 was $2.3 million, compared to $(18.7) million for the same period in 2025. These changes for the three and six months ended June 30, 2026 and 2025 in other income (expense), net were primarily driven by foreign currency exchange.
Income tax provision
(In thousands, except percentages) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Income tax (expense) benefit $ 2,442 $ (6,469) $ (8,972) $ (12,477)
Effective tax rate 1.9 % (1.8 %) (13.5 %) (3.7 %)
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Income tax benefit was $2.4 million for the three months ended June 30, 2026, compared to $6.5 million expense for the same period in 2025. Income tax expense was $9.0 million for the six months ended June 30, 2026, compared to $12.5 million for the same period in 2025. The change in income tax for both periods was primarily due to the geographical distribution of the Company's earnings and a resulting decrease in foreign taxes, including Pillar Two minimum taxes, and the Company's inability to recognize tax benefits on losses in certain jurisdictions, partially offset by nondeductible stock-based compensation and the recording of a valuation allowance against certain deferred tax assets.
Pillar Two Minimum Tax
On December 20, 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where we operate, including the UK and certain EU member states, and is effective for our financial year beginning January 1, 2024. We have performed an assessment of our exposure to Pillar Two income taxes, including our ability to qualify for transitional safe harbor relief under the GloBE rules. While we expect to qualify for transitional safe harbor relief in most jurisdictions in which we operate, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as “stateless” constituent entities under the Pillar Two model rules. Our income tax expense (benefit) for the six months ended June 30, 2026 and 2025, includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. We are monitoring the implementation of Pillar Two legislation (both proposed and enacted) by individual countries, including administrative guidance on the application of the GloBE rules, and will continue to evaluate the potential impact to our financial position. On January 5, 2026, the OECD released Administrative Guidance containing the Side-by-Side agreement (“SbS System”) as part of a broader package of Administrative Guidance on Pillar Two. The SbS System introduces two new Pillar Two safe harbors: (i) the Side-by-Side Safe Harbor (“SbS SH”) for MNE Groups headquartered in jurisdictions with both eligible domestic and worldwide tax systems; and (ii) the Ultimate Parent Entity Safe Harbor (“UPE SH”) for MNE Groups with a UPE located in a jurisdiction that has an eligible domestic tax system but not an eligible worldwide tax system. The Central Record for purposes of the Global Minimum Tax was updated on January 5, 2026 to reflect that the United States is an eligible jurisdiction for the SbS SH. We expect the SbS SH to have a significant future impact to the Company and our Pillar Two computations, however, given the absence of implementing legislation as of June 30, 2026, no impact has been recorded for the six months ended June 30, 2026. Accordingly, we are still evaluating the potential consequences of Pillar Two on our longer-term financial position.
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP, however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment charge, costs associated with restructuring and loss on extinguishment of debt, as management does not believe these expenses are representative of our core earnings.
We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue. In addition to Adjusted EBITDA and Adjusted EBITDA margin, we believe free cash flow and free cash flow conversion provide useful information regarding how cash provided by (used in) operating activities compares to the capital expenditures required to maintain and grow our business, and our available liquidity, after funding such capital expenditures, to service our debt, fund strategic initiatives, effectuate discretionary share repurchases and strengthen our balance sheet, as well as our ability to convert our earnings to cash. Additionally, we believe such metrics are widely used by investors, securities analysts, ratings agencies and other parties in evaluating liquidity and debt-service capabilities. We calculate free cash flow and free cash flow conversion using methodologies that we believe can provide useful supplemental information to help investors better understand underlying trends in our business.
Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:
•Adjusted EBITDA and Adjusted EBITDA margin exclude the recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;
•Adjusted EBITDA and Adjusted EBITDA margin do not reflect changes in, or cash requirements for, our working capital needs;
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•Adjusted EBITDA and Adjusted EBITDA margin exclude stock-based compensation expense and employer costs related to stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;
•Adjusted EBITDA and Adjusted EBITDA margin do not reflect the interest and derivative (gains) losses, net or the cash requirements to service interest or principal payments on our indebtedness, and free cash flow does not reflect the cash requirements to service principal payments on our indebtedness;
•Adjusted EBITDA and Adjusted EBITDA margin do not reflect income tax (benefit) provision we are required to make; and
•Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.
Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.
To properly and prudently evaluate our business, we encourage investors to review the financial statements included elsewhere in this report and not rely on a single financial measure to evaluate our business. We also strongly urge investors to review the reconciliation of net earnings (loss) to Adjusted EBITDA, the computation of Adjusted EBITDA margin as compared to net earnings (loss) margin which is net earnings (loss) as a percentage of revenue, the reconciliation of net cash provided by (used in) operating activities to free cash flow, and the computation of free cash flow conversion as compared to operating cash flow conversion, which is net cash provided by (used in) operating activities as a percentage of net earnings (loss) in each case set forth below.
We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment charge, restructuring costs and loss on extinguishment of debt. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA. Operating cash flow conversion represents net cash provided by (used in) operating activities as a percentage of net earnings (loss).
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The following table reconciles our non-GAAP financial measures to the most comparable GAAP financial measures for the periods presented:
(In thousands, except percentages) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Net loss $ (127,893) $ (366,983) $ (75,271) $ (347,152)
Add back:
Income tax provision (benefit) (2,442) 6,469 8,972 12,477
Interest and derivative (gains) losses, net(1) 13,861 10,259 21,820 22,308
Depreciation and amortization expense 3,897 6,631 8,309 16,216
Stock-based compensation expense 9,519 5,849 20,337 9,987
Employer costs related to stock-based compensation(2) 230 484 543 1,189
Litigation costs, net of insurance reimbursements(3) 2 798 6 2,085
Foreign exchange (gain) loss(4) 2,942 12,037 (3,760) 18,054
Restructuring costs(5) 834 12,178 2,470 13,388
Transaction and other costs(6) 1,150 272 1,349 1,585
Changes in fair value of contingent earn-out liability — 1,701 (36) (581)
Changes in fair value of investments in equity securities 38 7 (1) 58
Tax receivable agreement liability remeasurement expense(7) — 29 — 886
Impairment charge(8) 169,256 404,855 169,256 408,486
Loss on extinguishment of debt(9) 1,485 — 1,485 —
Adjusted EBITDA $ 72,879 $ 94,586 $ 155,479 $ 158,986
Net loss margin (60.7) % (147.8 %) (17.8 %) (70.1 %)
Adjusted EBITDA margin 34.6 % 38.1 % 36.8 % 32.1 %
Net cash provided by operating activities $ 130,852 $ 114,481
Less:
Capital expenditures (5,935) (5,920)
Free cash flow $ 124,917 $ 108,561
Operating cash flow conversion * *
Free cash flow conversion 80.3 % 68.3 %
* Not meaningful.
(1)Includes interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.
(2)Represents employer portion of Social Security and Medicare payroll taxes domestically, National Insurance contributions in the United Kingdom and comparable costs internationally related to the settlement of equity awards.
(3)Represents certain litigation costs, net of insurance proceeds, associated with pending litigations or settlements of litigation that arise outside of the ordinary course of business.
(4)Represents foreign exchange (gain) loss due to foreign currency transactions.
(5)Represents costs associated with discontinuing the operations of the Fruitz and Official apps and the 2025 Restructuring Plan, such as severance, benefits and other related costs.
(6)Represents transaction and other costs primarily related to acquisitions and divestiture of business, and debt financing-related costs associated with the Company's April 2026 refinancing.
(7)Represents recognized adjustments to the tax receivable agreement liability prior to its amendment in November 2025.
(8)Represents impairment charges to indefinite-lived intangible assets and goodwill in the second quarter of 2026, to the Official asset group in the first quarter of 2025, and to indefinite-lived intangible assets, goodwill and Fruitz held for sale in the second quarter of 2025.
(9)Represents the loss in connection with the repayment of the Term Loans under the 2020 Credit Agreement and the termination of the 2020 Revolving Credit Facility.
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Liquidity and Capital Resources
Overview
As of June 30, 2026, we had $154.0 million of cash and cash equivalents, a decrease of $21.8 million from December 31, 2025. Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, funding of our debt obligations and any voluntary prepayments, partnership tax distributions, income tax payments and effectuating share repurchases as discussed below. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.
In April 2026, certain of our subsidiaries entered into the 2026 Credit Agreement providing for a $475.0 million senior secured term loan facility, which matures in April 2030, and a senior priority revolving credit agreement providing for a $50.0 million senior secured revolving credit facility (the “2026 Revolving Credit Facility”), which matures in January 2030. The proceeds from the 2026 Credit Agreement, together with cash on hand, were used to repay in full and terminate our existing indebtedness under the 2020 Credit Agreement (as defined below). The 2026 Revolving Credit Facility, which replaces the 2020 Revolving Credit Facility (as defined below), provides additional liquidity for general corporate purposes and working capital. The 2026 Credit Agreement bears interest at Term SOFR plus 8.0% or a base rate plus 7.0%. For additional information, see Note 8, Debt, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. There were no share repurchases during the six months ended June 30, 2026. During the six months ended June 30, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. As of June 30, 2026, all treasury shares were retired, and a total of $50.1 million remained available for repurchase under the repurchase program.
In June 2025, we announced our decision to reduce our global workforce by approximately 240 roles, representing approximately 30% of our employees, as we realigned our operating structure to optimize execution on our strategic priorities. As a result, we expect to incur approximately $16.0 million of total non-recurring charges through the end of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees. In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps. The Official app was discontinued during the second quarter of 2025 and Fruitz was sold to a third party in July 2025. We incurred $1.4 million of expenses through the third quarter of 2025, primarily related to employee severance, benefits and related charges for impacted employees. During the six months ended June 30, 2026 and 2025, we made cash payments of $1.5 million and $1.8 million, respectively, in connection with our restructuring activities.
Cash Flow Information
The following table summarizes our unaudited condensed consolidated cash flow information for the periods presented:
(In thousands) Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Net cash provided by (used in):
Operating activities $ 130,852 $ 114,481
Investing activities (5,935) (5,920)
Financing activities (146,530) (51,404)
Operating activities
Net cash provided by operating activities was $130.9 million and $114.5 million, respectively, in the six months ended June 30, 2026 and 2025, which was driven by a net loss of $(75.3) million and $(347.2) million, non-cash adjustments of $200.6 million and $469.6 million, and changes in assets and liabilities of $5.6 million and $(7.9) million in the six months ended June 30, 2026 and 2025, respectively. Non-cash adjustments during the six months ended June 30, 2026 and 2025 included impairment charges of $169.3 million and $408.5 million, respectively. Changes in assets and liabilities during the six months ended June 30, 2026 consisted primarily of: changes in accounts receivable of $11.1 million driven by timing of cash receipts, changes in accrued expense and other current liabilities of $2.3 million primarily driven by income taxes payable and personnel-related expenses, and changes in accounts payable of $(6.8) million driven by timing of payments. Changes in assets and liabilities during the six months ended June 30, 2025 consisted primarily of: changes in accrued expenses and other current liabilities of $(8.2) million, driven by marketing spend, personnel-related expenses, and tax receivable liability payments.
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Investing activities
Net cash used in investing activities related to capital expenditures was $5.9 million for each of the six months ended June 30, 2026 and 2025.
Financing activities
Net cash used in financing activities was $146.5 million and $51.4 million in the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, we used $590.6 million to repay the term loans under the 2020 Credit Agreement, received $456.0 million in net proceeds from the term loan under the 2026 Credit Agreement (as defined below) and paid $7.0 million for related debt issuance costs. During the six months ended June 30, 2025, we used $28.7 million for share repurchases of our Class A common stock, $8.9 million for tax receivable agreement payments, $5.2 million for cash distribution payments to the noncontrolling interest holders and $2.9 million to repay a portion of the outstanding indebtedness under our Original Term Loan. During the six months ended June 30, 2026 and 2025, we used $4.9 million and $5.7 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units.
Indebtedness
Credit Agreement
On April 24, 2026, certain of our subsidiaries entered into the 2026 Credit Agreement providing for a senior secured term loan facility in an aggregate principal amount of $475.0 million. The term loan was issued with a $28.5 million discount and will mature on April 24, 2030. It bears interest, at the borrower's election, at a rate equal to the Term SOFR plus 8.0% or a base rate plus 7.0%. The interest rate in effect as of June 30, 2026 was 11.62%. The loan amortizes in equal monthly installments, with annual amortization of 12.5% of the original principal amount in year one and 15.0% thereafter, and is subject to customary mandatory prepayments, including from excess cash flow and certain asset sale proceeds. The obligations are secured by substantially all of the assets of Buzz Finco LLC (the “Borrower”), one of our wholly owned subsidiaries, and certain of the Borrower's subsidiaries that guarantee the obligation. We incurred issuance costs of approximately $6.7 million in connection with the 2026 Credit Agreement. As of June 30, 2026, the outstanding balance under the 2026 Credit Agreement was $475.0 million.
In addition, on April 24, 2026, certain of our subsidiaries entered into the 2026 Revolving Credit Agreement providing for a senior secured revolving credit facility in an aggregate principal committed amount of $50.0 million, including $10.0 million of letters of credit capacity, maturing on January 23, 2030. The 2026 Revolving Credit Facility is available for general corporate purposes and working capital. Borrowings under the 2026 Revolving Credit Agreement bear interest, at the borrower's election, at a rate equal to Term SOFR plus 4.00% or the base rate plus 3.00%. The 2026 Revolving Credit Agreement requires the payment of an unused commitment fee ranging from 0.375% to 0.5% per annum on undrawn commitments, based on our total leverage ratio, as well as customary letter of credit fees and an annual administrative agency fee. As of June 30, 2026, amounts available under the revolving credit facility were $50.0 million. We incurred issuance costs of approximately $0.7 million in connection with the 2026 Revolving Credit Agreement.
The 2026 Credit Agreement and the 2026 Revolving Credit Agreement contain customary events of default and financial affirmative and negative covenants, including limitations on additional indebtedness, liens, restricted payments and investments, and contain financial maintenance covenants, including a maximum consolidated total leverage ratio of 3.00 to 1.00 with incremental step downs over time to reach 2.00 to 1.00 on June 30, 2028, and a minimum liquidity requirement of $25.0 million, increasing to $50.0 million after the five month anniversary of the closing date of the credit agreements. As of June 30, 2026, and at all times during the six months ended June 30, 2026, we were in compliance with the financial debt covenants.
Prior to entering into the 2026 Credit Agreement and 2026 Revolving Credit Agreement, certain of our subsidiaries, including the Borrower, were party to a credit agreement (as amended, the “2020 Credit Agreement”), pursuant to which we borrowed an aggregate principal amount of $575.0 million through a seven-year term loan (“Original Term Loan”) and $275.0 million through a seven-year incremental term loan (the “Incremental Term Loan,” and collectively with the Original Term Loan, the “Term Loans”). The proceeds from the 2026 Credit Agreement, together with cash on hand, were used to repay in full and terminate our outstanding indebtedness under the 2020 Credit Agreement. In addition, the 2020 Credit Agreement provided for a $50.0 million senior secured revolving credit facility (the “2020 Revolving Credit Facility”), which was originally scheduled to mature on June 17, 2026 and included $25.0 million of letters of credit capacity. The 2020 Revolving Credit Facility was terminated on April 24, 2026 in connection with our entry into the 2026 Revolving Credit Agreement. In connection with the repayment of the Term Loans and the termination of the 2020 Revolving Credit Facility, we recognized a loss of $1.5 million on extinguishment of debt, primarily related to the write-off of unamortized debt issuance costs during the three and six months ended June 30, 2026.
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Contractual Obligations and Contingencies
The following table summarizes our contractual obligations as of June 30, 2026:
Payments due
(In thousands) Total Less than 1 year More than 1 year
Long-term debt, including interest $ 475,000 $ 59,375 $ 415,625
Operating lease liabilities, including imputed interest 9,278 4,184 5,094
Other (1) 55,489 9,077 46,412
Total $ 539,767 $ 72,636 $ 467,131
(1) We have contractual obligations with various third parties. On December 12, 2025, we amended an agreement with one of our third-party service providers related to cloud services. Under the amended terms, we are committed to pay minimum amounts to the third-party over five consecutive years beginning in December 2025 for a total amount of $56.0 million. If we fail to meet a minimum annual commitment in any period or upon early termination as defined in the agreement, we will be required to pay any unsatisfied minimum commitment amounts, subject to certain rollover provisions. As of June 30, 2026, our minimum commitment remaining with this third-party is $46.2 million. In addition, we have an agreement with another third party related to cloud services, under which we are committed to pay a total of $12.4 million over a period of 36 months beginning October 2024. At the end of the 36 months, or upon early termination, any unused consumption capacity will expire unless a renewal agreement is executed. As of June 30, 2026, our total commitment fee remaining with this third-party was $3.7 million. The remaining contractual obligation of $5.6 million as of June 30, 2026 relates to individually immaterial contractual obligations with various other third-party service providers.
Additionally, we have the following contractual obligations not reflected in the table set forth above:
In connection with the Sponsor Acquisition in January 2020, we entered into a contingent consideration arrangement, consisting of an earn-out payment to the former shareholders of Worldwide Vision Limited of up to $150.0 million. The timing and amount of such payments that we may be required to make is not reflected in the contractual obligations table set forth above as the payment to the former shareholders of Worldwide Vision Limited is dependent upon the achievement of a specified return on invested capital by our Sponsor. For additional information, see Note 7, Fair Value Measurements, to the unaudited condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”
Critical Accounting Policies and Estimates
We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our 2025 Form 10-K for the year ended December 31, 2025. There have been no significant changes to these accounting policies and estimates for the six months ended June 30, 2026.
Related Party Transactions
For discussions of related party transactions, see Note 11, Related Party Transactions, to the condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”