BuzzFeed Inc

Disclosure about our existing risk factors is set forth in Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly Report on Form 10-Q for the period ended March 31, 2024. Other than as described below, our risk factors have not changed materially since March 31, 2024.

Actions of activist shareholders, which have been increasing, could be disruptive and costly, may cause uncertainty about the strategic direction of our business, result in litigation, divert management’s and our board of directors’ attention and our resources, and may attempt to effect changes in our governance and strategic direction or to acquire control over our board of directors or the Company, any of which may have an adverse effect on our business and stock price.

From time to time, and increasingly so lately, we may be subject to proposals by activist shareholders, which could take many forms or arise in a variety of situations, including making public demands that we consider certain strategic alternatives, engaging in public campaigns to attempt to influence our corporate governance and / or our management, or commencing proxy contests aimed at electing the activists’ representatives to our board of directors. Future activist shareholder initiatives, including proxy contests and potential related litigation, could have a material adverse effect on us for many reasons, including, but not limited to:

•Such shareholders may attempt to effect changes in our governance and strategic direction or to acquire control over us or our board of directors.

•Increased media scrutiny and public pressure could impact investor sentiment and lead to heightened public relations challenges, such as unfavorable media coverage which could damage our reputation and alienate customers and clients, embolden further activist shareholder initiatives, impact employee morale, or result in additional scrutiny from regulators and oversight bodies.

•While we welcome the opinions of all shareholders, responding to activist shareholder initiatives could be costly and time-consuming, and could disrupt our operations, divert the attention of our board of directors, management team and other employees away from their regular duties and the pursuit of business opportunities to enhance shareholder value, and divert funds away from our core business activities and strategic investments, any of which could negatively impact our ability to pursue growth opportunities and affect our overall financial performance.

•Perceived uncertainties as to our future direction and control, our ability to execute on our strategy, or changes to the composition of our board of directors or senior management team arising from activist shareholder initiatives could lead to the perception of a change in the direction of our business, instability or lack of continuity, which may cause concern to our existing or potential collaboration partners, make it more difficult to pursue our strategic initiatives, or limit our ability to attract and retain qualified personnel and business partners, any of which could adversely affect our business and operating results.

•Perceived uncertainties as to our future direction, strategy or leadership due to these activist shareholder initiatives may harm our ability to attract new investors, alter our relationships with our existing investors, who may react negatively or alter their investment strategies based on perceived instability, or cause our stock price to experience periods of volatility or stagnation based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals or prospects of our business.