
Blackstone sold half its Bumble stake to UBS. By our math, the founder now outvotes it
Bumble is in advanced talks to go private, Reuters reported Oct. 12. Filings show Blackstone, one of the two holders with most of its vote, handing shares to UBS each quarter under a 2025 contract a cash merger would cancel.
KeyVex News··6 min readFact-checked against 13 public records
KeyVex News··6 min readFact-checked against 13 public records
BMBL$3.80▲ 49.6%Close, Oct. 12. Prices from Tiingo.The short versionTap to readTap to close
- Most Bumble shares carry one vote each. Blackstone and founder Whitney Wolfe Herd get ten a share, and in April they held 83.7% of the vote, Bumble's proxy shows.
- In November 2025, Blackstone signed a forward with UBS covering all 37.4 million of its shares, delivered in quarterly slices priced off the stock's average. Three slices later it holds 18.7 million.
- Fewer shares means fewer votes. By KeyVex's math, Blackstone's share fell from 48.9% to about 36%, if its shares still carry ten votes. Wolfe Herd's is about 41%. Together: about 78%.
- A forward is a deal to sell later at a price set later. This one covers a takeover too: in a cash merger, it says, it is canceled and settled with a payment.
- The fourth slice, up to 7.5 million shares, began Sept. 29. Its period runs to late December, or until UBS's hedging reaches the cap.
The report: Bumble is in advanced talks to be taken private by Ithaca Holdings in a deal valuing it at roughly $1 billion, a source told Reuters on Oct. 12.Reuters Bumble's stock closed up 49.6% that day, at $3.80.Chart data Reuters called it the stock's biggest-ever single-session percentage gain and put its market value before the report at about $389 million.Reuters
The holders: Most Bumble shares carry one vote. Blackstone and Whitney Wolfe Herd, Bumble's founder and chief executive, get ten for each share or partnership unit they own. In April they held 83.7% of the vote between them, and Bumble said that made its board nominees "assured election."DEF 14A
Why it matters: Blackstone's part of that bloc is shrinking on a schedule it signed in November 2025. It has handed half its shares to UBS, and by KeyVex's math Wolfe Herd now holds more of the vote than Blackstone does.13D/ATable The same contract says a cash merger would cancel the rest, settled with a payment.Exhibit M
Bumble's stock and Blackstone's forward saleDaily close, Nov. 3, 2025 to Oct. 12, 2026 ▼ 30.8%Show chartHide chart
How Blackstone has been selling
On Nov. 26, 2025, seven Blackstone entities signed "averaging share forward transactions" with UBS covering all 37.4 million of their Bumble shares, Blackstone's Schedule 13D/A, its ownership report as a holder of more than 5%, shows. Each quarter UBS takes a slice, at a price based on the stock's volume-weighted average over that period. A slice is capped at about 7.5 million shares, and the forward is scheduled to end in the first half of 2027.13D/A
Earlier that month, Blackstone had swapped all its partnership units for Class A shares.13D/A
The first slice was priced at $3.51 in March and the second at $3.7751 in June, each about 7.5 million shares.Form 4Form 4 The third, priced Sept. 28 at $2.9381, was 3.8 million shares, about half the cap.Form 4 Blackstone's notices of sale say the number of shares sold depends on the average price "relative to an agreed limit price." They don't give that price.Form 144 Under the contract, UBS aims to trade a share of each day's volume set by that day's average price, and none below a floor price; the filed form leaves those prices blank.Exhibit M
View the data
| After | Class A shares held by Blackstone | Note |
|---|---|---|
| Nov. 26, 2025 | 37.4M | Forward signed on all of them |
| March 18, 2026 | 29.9M | 7,477,504 delivered at $3.51 |
| June 18, 2026 | 22.4M | 7,477,500 delivered at $3.7751 |
| Sept. 29, 2026 | 18.7M | 3,767,776 delivered at $2.9381 |
From 37,387,500 to 18,664,720: 18,722,780 shares delivered to UBS, about $65.5 million at the three settlement prices, by KeyVex's math. Sources: Blackstone's Schedule 13D/As and Form 4s, Dec. 1, 2025, to Sept. 30, 2026.
Each Form 4, the report insiders file after a trade, describes a sale to "an unaffiliated financial institution" under a "post-paid forward transaction." The Form 4s don't mark the Rule 10b5-1 trading-plan box, but Blackstone's Form 144 notices give Nov. 26, 2025, the day it signed the forward, as the plan adoption date.Form 4
What the smaller stake does to the vote
On April 6, Blackstone's 29.9 million shares gave it 48.9% of Bumble's vote, the proxy shows. Wolfe Herd's stake, mostly 21.2 million partnership units, gave her 34.8%.DEF 14A Since then Blackstone has delivered 11.2 million more shares.13D/A By KeyVex's math, that leaves Blackstone with about 36% of the vote and Wolfe Herd with about 41%: about 78% together. That assumes Blackstone's shares still carry ten votes, as Bumble's April proxy describes, and its August quarterly report still cites Blackstone's "outsized voting rights"; Blackstone's June and September filings no longer repeat that language. At one vote a share, Blackstone's part would be far smaller.10-Q13D/ATable Blackstone keeps the votes on shares pledged to the contract while they are pledged, its filing says.13D/A
Blackstone's and Wolfe Herd's share of Bumble's vote, April and nowShow chartHide chart
View the data
| Holder | Share of Bumble's vote | Note |
|---|---|---|
| Blackstone, April 6 (Bumble's proxy statement) | 48.9% | 29,909,996 Class A shares at ten votes each |
| Blackstone, after Sept. 29 (KeyVex's estimate) | 36.4% | 18,664,720 Class A shares at ten votes each |
| Wolfe Herd, April 6 (Bumble's proxy statement) | 34.8% | 21,230,911 partnership units at ten votes each |
| Wolfe Herd, after Sept. 29 (KeyVex's estimate) | 41.4% | Same units; assumes no change since April |
KeyVex's estimate counts 131,968,314 Class A shares, with Blackstone's 18,664,720 and Wolfe Herd's 21,230,911 units at ten votes each. The same method gives Blackstone's April figure, 48.9%. It leaves out Wolfe Herd's own Class A shares, which the proxy counts in her 34.8%.
The ten votes a share last until Feb. 16, 2028, seven years after Bumble's IPO, or sooner if the parties to its stockholders agreement own less than 7.5% of the shares. Wolfe Herd's drop to one vote a share or unit if she is neither an employee nor a director.DEF 14A
What the contract says about a takeover
The UBS contract adopts the 2002 equity derivatives definitions published by the International Swaps and Derivatives Association. Those sort a merger by what shareholders get. When they get only cash, other securities or assets, it is a "Share-for-Other" merger.ISDA 12.1(g) For that case, the contract says the forward is canceled and settled with a payment.Exhibit M Before that, a public announcement of such a deal by Bumble, Blackstone or a qualifying bidder lets UBS adjust the contract's terms.Exhibit M
Consequences of Merger Events: (a) Share-for-Share: Modified Calculation Agent Adjustment (b) Share-for-Other: Cancellation and Payment (c) Share-for-Combined: Component Adjustment
A tender offer works differently: UBS, which calculates the contract's terms, adjusts them.Exhibit M
Bumble's business
Bumble's revenue fell 15.2% in the second quarter, to $210.5 million. Its paying users fell 16.4%, to 3.2 million. It ended June with $154.0 million in cash and $451.0 million of debt.8-K Its debt is a $475.0 million term loan taken in April; the rate in effect at June 30 was 11.62%.10-Q
Reuters reported on June 25 that Bumble was exploring a sale and working with Morgan Stanley, citing three people familiar with the matter.Reuters Paolo Pescatore, an analyst at PP Foresight, was quoted by Reuters on Oct. 12:Reuters
A change in ownership will not magically fix these fundamental problems.
The fourth slice, up to 7.5 million more shares, began Sept. 29, Blackstone's notices show.Form 144 Its price is the average over a period that ends late in December, or sooner if UBS's hedging reaches the cap. Blackstone can end a period early by notice. Blackstone's filings on the forward don't mention a sale process.Exhibit M13D/A
What to watch
The fourth quarterly period's scheduled end, unless UBS's hedging reaches the cap of 7,477,500 shares sooner.
The forward's scheduled maturity, per Blackstone's Dec. 1, 2025 filing. Blackstone can end it early.
The latest date Blackstone's and Wolfe Herd's ten votes a share can last, per Bumble's proxy.
The paper trail
Blackstone's Bumble filings on the forward, Nov. 5, 2025, through Sept. 30, 2026, with the time EDGAR accepted each one (Eastern).
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Nov. 5, 2025, 4:52 p.m. | 13D/A | Blackstone | Tax agreement ended for about $186.0 million, about $170.0 million to Blackstone; units swapped for Class A shares. |
| Dec. 1, 2025, 5:25 p.m. | 13D/A | Blackstone | Forward with UBS on all 37,387,500 shares, signed Nov. 26; the contract form is Exhibit M. |
| March 19, 2026, 7:24 p.m. | 4 | Blackstone | 7,477,504 shares at $3.51, priced March 17. |
| March 19, 2026, 7:48 p.m. | 13D/A | Blackstone | 29,909,996 shares left. |
| April 17, 2026, 2:51 p.m. | DEF 14A | Bumble | Blackstone 48.9% of the vote, Wolfe Herd 34.8%, as of April 6. |
| June 18, 2026, 8:05 p.m. | 13D/A | Blackstone | Second slice priced at $3.7751 on June 16. |
| June 18, 2026, 8:35 p.m. | 4 | Blackstone | 7,477,500 shares at $3.7751; 22,432,496 left. |
| Sept. 29, 2026, 6:22 p.m. | 144 | Blackstone | Notices for up to 7,477,500 more shares, the fourth slice (seven filings). Plan adoption date: Nov. 26, 2025. |
| Sept. 30, 2026, 4:46 p.m. | 13D/A | Blackstone | Third slice priced at $2.9381 on Sept. 28; 3,767,776 delivered. |
| Sept. 30, 2026, 5:17 p.m. | 4 | Blackstone | 3,767,776 shares at $2.9381; 18,664,720 left. |
Sources
18 sources, 13 of them public records
Public records
- Blackstone Inc. and affiliates, Schedule 13D/A (Amendment No. 9) on Bumble Inc.: the UBS forwardSEC EDGAR · Dec. 1, 2025
- Exhibit M to the same 13D/A: Form of Master Confirmation, averaging share forward transactions (UBS AG, London Branch)SEC EDGAR · Dec. 1, 2025
- Blackstone Inc. and affiliates, Schedule 13D/A (Amendment No. 8): tax receivable agreement ended, units exchangedSEC EDGAR · Nov. 5, 2025
- Blackstone Inc. and affiliates, Schedule 13D/A (Amendment No. 10): first quarterly settlementSEC EDGAR · March 19, 2026
- Blackstone Inc. and affiliates, Schedule 13D/A (Amendment No. 11): second quarterly settlementSEC EDGAR · June 18, 2026
- Blackstone Inc. and affiliates, Schedule 13D/A (Amendment No. 12): third quarterly settlementSEC EDGAR · Sept. 30, 2026
- Form 4, Blackstone entities (settlement priced March 17, 2026; one of five filings)SEC EDGAR · March 19, 2026
- Form 4, Blackstone entities (settlement priced June 16, 2026; one of five filings)SEC EDGAR · June 18, 2026
- Form 4, Blackstone entities (settlement priced Sept. 28, 2026; one of five filings)SEC EDGAR · Sept. 30, 2026
- Form 144, BX Buzz ML-1 Holdco L.P. (one of seven filed Sept. 29, 2026, for up to 7,477,500 shares)SEC EDGAR · Sept. 29, 2026
- Bumble Inc., definitive proxy statement (DEF 14A) for the 2026 annual meetingSEC EDGAR · April 17, 2026
- Bumble Inc., Form 8-K, Exhibit 99.1: second-quarter 2026 resultsSEC EDGAR · Aug. 5, 2026
- Bumble Inc., Form 10-Q for the quarter ended June 30, 2026SEC EDGAR · Aug. 6, 2026
Rules and references
- 2002 ISDA Equity Derivatives Definitions, Section 12.1(g), Share-for-Other (as reproduced)Jolly Contrarian ·
Reporting
- "Dating app Bumble in advanced talks to go private at $1 billion valuation, source says" (as syndicated)Reuters · Oct. 12, 2026
- "Exclusive: Bumble dating app explores sale, sources say" (as syndicated)Reuters · June 25, 2026
Data
- End-of-day prices for BMBL, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 12, 2026
- The chart's Filings layer: KeyVex's insider trade and other filing records for BMBLKeyVex · through Oct. 12, 2026
How we got these numbers
- Prices are end-of-day closes as traded on Nasdaq, through Oct. 12, 2026, the last close in KeyVex when this story was written. Daily moves are close to close. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to Bumble's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's Bumble page, a selection of insider trades and other filings: not every filing, and not only those tied to this story.
- Shares delivered come from Blackstone's Form 4s for each settlement, summed across its seven holding entities: 7,477,504 (March), 7,477,500 (June) and 3,767,776 (September), 18,722,780 in all, half of the 37,387,500 the forward covers. Dollar amounts are shares times each settlement price: $26,246,039, $28,228,310 and $11,070,103, about $65.5 million, an average of about $3.50 a share. These are KeyVex's math, not figures Blackstone reported.
- The voting estimate gives Blackstone's 18,664,720 Class A shares and Whitney Wolfe Herd's 21,230,911 partnership units ten votes each, and every other Class A share one vote, out of the 131,968,314 Class A shares Bumble reported for July 31: 512,259,904 votes in all. It assumes her units have not changed since the April proxy (she has filed no Schedule 13D/A since November 2025) and leaves out her own Class A shares, which the proxy counts in her 34.8%. It also assumes Blackstone's shares still carry ten votes, as the April proxy describes (Bumble's August 10-Q still cites Blackstone's "outsized voting rights"); Blackstone's June and September 13D/As no longer repeat that language. Either way, by this method, Wolfe Herd holds more of the vote than Blackstone. The same method on the proxy's figures gives Blackstone 48.9% for April 6, as the proxy does.
- The forward's quarterly periods start on Dec. 29, 2025, and each three-month anniversary. A period's price is set when it ends, at the earlier of its last scheduled trading day and the day UBS's hedging reaches the cap, according to the form of contract Blackstone filed. The filed form leaves the price floor and the daily trading percentages blank.





