BuzzFeed Inc
For the period ended Dec 31, 2023. Filed Mar 29, 2024.
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FY2023 · Filed Mar 29, 2024
BZFD$0.46-15.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Consolidated Financial Statements
Our consolidated financial statements are included in Part II, Item 8, “Financial Statements and Supplementary Data”
(a)(2) Financial Statement Schedules
All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or the notes thereto.
(a)(3) Exhibits
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber | Description | Form | Exhibit | Filing Date |
| 1.1 | At The Market Offering Agreement, dated as of June 20, 2023, by and between BuzzFeed, Inc. and Craig-Hallum Capital Group LLC. | 8-K | 1.1 | 6/20/2023 |
| 2.1.1 | Agreement and Plan of Merger, dated as of June 24, 2021, by and among 890 5th Avenue Partners, Inc., Bolt Merger Sub I, Inc., Bolt Merger Sub II, Inc., and BuzzFeed, Inc. | 8-K | 2.1 | 6/24/2021 |
| 2.1.2 | Amendment No. 1 to Agreement and Plan of Merger, dated as of October 28, 2021, by and among 890 5th Avenue Partners, Inc., Bolt Merger Sub I, Inc., Bolt Merger Sub II, Inc., and BuzzFeed, Inc. | S-4/A | 2.2 | 10/29/2021 |
| 2.2.1†* | Membership Interest Purchase Agreement, dated as of March 27, 2021, by and among BuzzFeed, Inc., CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC and HDS II, Inc. | S-4 | 2.2 | 7/30/2021 |
| 2.2.2 | Amendment No. 1 to the Membership Interest Purchase Agreement, dated as of June 24, 2021, by and among BuzzFeed, Inc., CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC and HDS II, Inc. | S-4 | 2.3 | 7/30/2021 |
| 2.3 | Asset Purchase Agreement, dated as of February 21, 2024, by and between BuzzFeed Media Enterprises, Inc. and Commerce Media Holdings, LLC. | 8-K | 2.1 | 2/21/2024 |
| 3.1.1 | Second Amended and Restated Certificate of Incorporation of BuzzFeed, Inc. | 8-K | 3.1 | 12/9/2021 |
| 3.1.2 | Certificate of Change of Registered Agent and/or Registered Office, dated as of March 13, 2023 | 8-K | 3.1 | 3/15/2023 |
| 3.1.3 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of BuzzFeed, Inc. filed on June 1, 2023. | 10-Q | 3.3 | 8/9/2023 |
| 3.2 | Restated Bylaws of BuzzFeed, Inc. | 8-K | 3.2 | 12/9/2021 |
| 4.1 | Description of Registrant’s Securities. | |||
| 4.2.1 | Specimen Common Stock Certificate. | S-4/A | 4.1 | 10/1/2021 |
| 4.2.2 | Specimen Warrant Certificate. | S-1/A | 4.3 | 1/6/2021 |
| 4.3.1 | Indenture, dated December 3, 2021, by and between BuzzFeed, Inc. and Wilmington Savings Fund Society, a federal savings bank, as Trustee. | 8-K | 4.3 | 12/9/2021 |
| 4.3.2 | Form of Global Note (included in Exhibit 4.3.1). | 8-K | 4.4 | 12/9/2021 |
| 4.3.3 | First Supplemental Indenture, dated as of July 10, 2023, to the Indenture, dated December 3, 2021, between BuzzFeed, Inc., BuzzFeed Canada, Inc., and Wilmington Savings Fund Society, a Federal Savings Bank, as Trustee. | 10-Q | 4.1 | 8/9/2023 |
| 4.3.4 | Second Supplemental Indenture, dated as of February 28, 2024,to the Indenture dated December 3, 2021 among BuzzFeed, Inc. and Wilmington Savings Fund Society, a Federal Savings Bank, as Trustee. | 8-K | 4.1 | 2/29/2024 |
| 10.1 | Lease, dated December 16, 2014, by and between BuzzFeed, Inc. and 225 Fourth, LLC. | S-4 | 10.6 | 7/30/2021 |
| 10.2 | Warrant Agreement, dated January 11, 2021, by and between BuzzFeed, Inc. (f//k/a 890 5th Avenue Partners, Inc.) and Continental Stock Transfer & Trust Company. | 8-K | 4.1 | 1/15/2021 |
| 10.3 | Form of Note Subscription Agreement, dated June 24, 2021, by and between 890 5th Avenue Partners, Inc., and the undersigned subscribers party thereto. | S-4 | 10.2 | 7/30/2021 |
| 10.4 | Voting Agreement, dated as June 24, 2021, by and among BuzzFeed, Inc. (f/k/a 890 5th Avenue Partners, Inc.), 200 Park Avenue Partners, LLC, as the Sponsor, and Jonah Peretti and each of his permitted transferees pursuant to Section 10.2 of the Voting Agreement. | 8-K | 10.8 | 12/9/2021 |
| 10.5 | Holder Voting Agreement, dated July 21, 2021, by and among BuzzFeed, Inc., Jonah Peretti, John Johnson III, and Johnson BF, LLC. | S-4 | 10.9 | 7/30/2021 |
| 10.6 | Amended and Restated Registration Rights Agreement, dated as of December 3, 2021, by and among BuzzFeed, Inc. (f/k/a 890 5th Avenue Partners, Inc.) and the other parties thereto. | 8-K | 10.1 | 12/9/2021 |
| 10.7 | Registration Rights Agreement, dated December 3, 2021, by and among BuzzFeed, Inc. and the convertible noteholders party thereto. | 8-K | 10.4 | 12/9/2021 |
| 10.8 | Amended and Restated Escrow Agreement, dated December 3, 2021, by and among NBCUniversal Media, LLC, Jonah Peretti, Jonah Peretti LLC and PNC Bank, National Association, as escrow agent. | 8-K | 10.19 | 12/9/2021 |
| 10.9.1† | Amended and Restated Loan and Security Agreement, dated December 3, 2021, by and among BuzzFeed, Inc., the borrowers thereto, the guarantors thereto and White Oak Commercial Finance, LLC. | 8-K | 10.22 | 12/9/2021 |
| 10.9.2 | First Amendment, dated December 15, 2022, to the Amended and Restated Loan and Security Agreement, dated December 3, 2021, by and among BuzzFeed, Inc., the borrowers thereto, the guarantors thereto and White Oak Commercial Finance, LLC. | 8-K | 10.1 | 12/15/2022 |
| 10.9.3 | Joinder Agreement, dated May 10, 2023, to the Amended and Restated Loan and Security Agreement, dated December 3, 2021, by and among BuzzFeed, Inc., the borrowers thereto, the guarantors thereto and White Oak Commercial Finance, LLC. | 10-Q | 10.3 | 5/10/2023 |
| 10.9.4 | Second Amendment, dated June 29, 2023, to the Amended and Restated Loan and Security Agreement, dated December 3, 2021, by and among BuzzFeed, Inc., the borrowers thereto, the guarantors thereto and White Oak Commercial Finance, LLC. | 8-K | 10.1 | 6/30/2023 |
| 10.9.5 | Third Amendment, dated September 26, 2023, to the Amended and Restated Loan and Security Agreement, dated December 3, 2021, by and among BuzzFeed, Inc., the borrowers thereto, the guarantors thereto and White Oak Commercial Finance, LLC. | 8-K | 10.1 | 9/29/2023 |
| 10.10 | Sublease, dated July 8, 2022, by and between BuzzFeed Media Enterprises, Inc. and Monday.com, Inc. | 8-K | 10.1 | 8/16/2022 |
| 10.11.1‡ | 2021 Equity Incentive Plan. | S-8 | 99.1 | 2/8/2022 |
| 10.11.2‡ | Form of Stock Option Agreement under the 2021 Equity Incentive Plan. | 8-K | 10.10 | 12/9/2021 |
| 10.11.3‡ | Form of RSU Agreement under the 2021 Equity Incentive Plan. | 8-K | 10.11 | 12/9/2021 |
| 10.11.4‡ | Form of Stock Option Substitution Agreement under the 2021 Equity Incentive Plan. | 8-K | 10.12 | 12/9/2021 |
| 10.11.5‡ | Form of RSU Substitution Agreement under the 2021 Equity Incentive Plan. | 8-K | 10.13 | 12/9/2021 |
| 10.11.6‡ | Form of Restricted Stock Award Agreement under the 2021 Equity Incentive Plan. | 8-K | 10.14 | 12/9/2021 |
| 10.12‡ | 2021 Employee Stock Purchase Plan. | 8-K | 10.15 | 12/9/2021 |
| 10.13‡ | Form of Indemnification Agreement. | 8-K | 10.16 | 12/9/2021 |
| 10.14‡ | Offer Letter, dated September 14, 2015, by and between BuzzFeed, Inc. and Felicia DellaFortuna. | S-1 | 10.18 | 1/11/2022 |
| 10.15.1‡ | Offer Letter, dated as of July 8, 2019, between BuzzFeed, Inc. and David Arroyo. | |||
| 10.15.2‡ | Promotion Letter, dated as of November 9, 2022, between BuzzFeed, Inc. and David Arroyo. | |||
| 10.16.1‡ | Offer Letter, dated as of September 24, 2019, between BuzzFeed, Inc. and Matthew Omer. | |||
| 10.16.2‡ | Promotion Letter, dated as of October 23, 2023, between BuzzFeed, Inc. and Matthew Omer. | |||
| 10.17‡ | Offer Letter, dated as of June 22, 2021, between BuzzFeed, Inc. and Christian Baesler. | 10-K | 10.3 | 3/16/2023 |
| 10.18.1‡ | Offer Letter, dated as of March 25, 2022, between Buzzfeed, Inc. and Marcela Martin. | 8-K | 10.1 | 5/6/2022 |
| 10.18.2‡ | Amendment to Offer Letter, dated as of August 4, 2022, between Buzzfeed, Inc. and Marcela Martin. | 8-K | 10.0 | 8/9/2022 |
| 10.19‡ | Change in Control and Severance Plan (adopted February 4, 2022). | 8-K | 10.1 | 2/4/2022 |
| 10.20‡ | Joan Amble Advisor Agreement. | 10-Q | 10.10 | 5/10/2023 |
| 10.21‡ | Greg Coleman Advisor Agreement. | 10-Q | 10.10 | 5/10/2023 |
| 10.22‡ | BuzzFeed, Inc. Non-Employee Directors Compensation Policy (adopted December 3, 2021). | 10-K | 10.3 | 3/16/2023 |
| 10.23†* | Binding Term Sheet, dated June 23, 2021, by and between NBCUniversal Media, LLC and BuzzFeed, Inc. | S-4/A | 10.14 | 9/8/2021 |
| 10.24 | License Agreement, dated March 28, 2024, by and between BuzzFeed Media Enterprises, Inc., BuzzFeed UK Ltd., TheHuffingtonPost.com, Inc., and Independent Digital News and Media Limited. |
| 19.1.1 | Securities Trading Policy (adopted December 3, 2021). |
| 19.1.2 | Policy on 10b5-1 Plans (adopted December 3, 2021). |
| 21.1 | List of Subsidiaries. |
| 23.1 | Consent of Deloitte & Touche, LLP. |
| 24.1 | Power of Attorney (reference is made to the signature page hereto). |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1# | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2# | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Policy for the Recovery of Erroneously Awarded Compensation (adopted October 12, 2023). |
| 101.INS | XBRL Instance Document. |
| 101.SCH | XBRL Taxonomy Extension Schema Document. |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101). |
† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.
- The Registrant has omitted portions of this Exhibit as permitted under Item 601(b)(1) of Regulation S-K.
‡ Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
This certification is deemed not filed for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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