BuzzFeed, Inc.

Current report

Uncertainties associated with the Stock Purchase Agreement with Allen Family Digital, LLC could adversely affect our business, results of operations, financial condition, and stock price, among other things.

Current report

On May 11, 2026, we announced our entry into a Stock Purchase Agreement (the “Agreement”) with Allen Family Digital, LLC (the “Investor”), pursuant to which we agreed to sell to the Investor, and the Investor agreed to purchase from us, 40,000,000 shares of our Class A common stock, par value $0.0001 per share (the “Transaction”). The aggregate consideration of $3.00 per share payable by the Investor is comprised of (i) $20.0 million in cash to be paid to the Company at the closing of the Transaction, and (ii) a five-year secured promissory note in the principal amount of $100.0 million (the “Promissory Note”) to be issued to the Company at the closing of the Transaction. Refer to Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Current report

Uncertainties associated with the announcement of the Transaction could have adverse effects on our business, results of operations, financial condition, and stock price. These risks include, but are not limited to:

Current report

•distraction of our current personnel as a result of the Transaction, which could result in a decline in their productivity or cause distractions in the workplace;

Current report

•difficulties attracting and retaining key personnel;

Current report

•a diversion of a significant amount of management time and resources towards completion of the Transaction;

Current report

•significant or unexpected costs, charges, or expenses resulting from the proposed Transaction; and

Current report

•potential litigation relating to the Transaction that could prevent or delay the Transaction, require the Company to spend resources, or otherwise negatively impact the Company’s business.

Current report

Failure to complete the Transaction within the expected timeframe, or at all, could require us to seek alternative sources of liquidity, which could adversely affect our business.

Current report

The closing of the Transaction may not occur on the expected timeline or at all. While it is currently anticipated that the Transaction will be consummated 10 days after our shareholders are notified of the Transaction in accordance with Nasdaq requirements (which is expected to occur before the end of May 2026), we cannot assure you that the Transaction will be consummated on a timely basis or at all, and unforeseen events or circumstances could arise which impact our ability to consummate the Transaction.

Current report

If the Transaction does not close within the anticipated timeframe, we may be required to seek alternative sources of liquidity to fund our operations. Such financing may not be available on favorable terms, or at all. Any inability to secure additional capital when needed could have a material adverse effect on our financial condition, results of operations, and our ability to execute our business strategy.

Current report

Lawsuits may be filed against us, our officers, and our Board of Directors with respect to the Transaction, including our reliance on an exception granted by Nasdaq on Nasdaq’s shareholder approval and voting rights requirements, which could delay or impact the Transaction, or following the closing of the Transaction, adversely affect our business and operations.

Current report

Lawsuits, claims and other legal proceedings have been filed against us in the past and additional lawsuits, claims or proceedings may be filed against us in the future, including lawsuits, claims or proceedings against the Company, its officers and / or members of our Board of Directors with respect to the Transaction and / or our reliance on an exception to Nasdaq’s shareholder approval requirements. In particular, on May 11, 2026, Nasdaq approved an exception to Listing Rule 5635 (Shareholder Approval) and Listing Rule 5640 (Voting Rights) in connection with the issuance and sale of the Shares. Our reliance on this exception, and the resulting issuance of shares of additional Class A common stock without a prior stockholder vote, may increase the likelihood of stockholder lawsuits, claims, or other legal proceedings. Any such litigation could delay or impact the Transaction and / or adversely affect our business, results of operations, and / or financial condition.

Current report

The outcome of any such lawsuits, claims or other legal proceedings is inherently uncertain. We may not be successful in defending against future lawsuits, claims, or other legal proceedings and, whether successful or not, we may incur significant costs in defending against such litigation. The filing or commencement of such lawsuits, claims or other legal proceedings could result in the issuance of an injunction preventing the Transaction from closing and / or the award of monetary or equitable relief, divert the attention of management from day-to-day operations, and otherwise materially and adversely affect our business, results of operations, and financial condition.

Current report

The transition of our Chief Executive Officer and the shift in Board and stockholder control may lead to strategic shifts and potential conflicts of interest.

Current report

In connection with the Transaction, our current Chief Executive Officer (“CEO”), Jonah Peretti, will transition into a new role within the Company and Byron Allen will be appointed as the new CEO. Additionally, our Board of Directors will be expanded to nine members, with our current CEO retaining the right to appoint only one director. Furthermore, upon the closing of the Transaction, the Investor will own approximately 52% of our outstanding common stock and will have the right to appoint five out of the eight members of the Board. Following the 2026 annual meeting of the Company’s stockholders, the Investor will have the right to appoint six of the nine members of the Board.

Current report

This transition and shift in control involves several risks:

Current report

•Management Transition: While our current CEO will remain with the company in a different capacity, the change in leadership may result in a shift in corporate culture or management style, which could disrupt our operations or lead to the loss of other key personnel.

Current report

•Concentrated Investor Control: As a 52% stockholder, the Investor will have the power to elect a majority of our Board of Directors and determine the outcome of most matters requiring stockholder approval. This concentration of ownership may delay, deter, or prevent a change in control that other stockholders might consider favorable.

Current report

•Board Composition: With our current CEO appointing only one of nine directors, legacy management will have limited influence over Board-level decisions. The Investor-controlled Board may pursue strategies or transactions that prioritize the Investor’s interests, which may differ from the interests of our other stockholders.

Current report

•“Controlled Company” Status: We may be considered a "controlled company" under the rules of the Nasdaq, which could exempt us from certain corporate governance requirements, such as the requirement to have a majority of independent directors or independent compensation and nominating committees.

Current report

•Limited Public Company Experience: Members of our management team have limited experience managing a publicly traded company and navigating the complex regulatory environment for public companies. We are subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These obligations and constituents require significant attention from our senior management, and failure to retain key personnel could adversely affect our business, financial condition, and operating results.

Current report

There is no assurance that the Promissory Note being issued by the Investor as partial consideration for the shares of Class A Common Stock will be repaid in full or at all, or that the Investor will have sufficient cash resources to pay interest on the Promissory Note prior to maturity or at all.

Current report

The aggregate consideration of $3.00 per share payable by the Investor for 40,000,000 shares of Class A Common Stock is comprised of (i) $20.0 million in cash to be paid to the Company at the closing of the Transaction, and (ii) a five-year secured Promissory Note in the principal amount of $100.0 million to be issued to the Company at the closing of the Transaction. The Promissory Note bears interest at a rate of 5% per annum, with interest payable semi-annually on the last business day of each June and December. The Promissory Note matures on the fifth anniversary of the Closing Date (as defined in the Agreement) and is prepayable at any time at the Investor’s option without any prepayment penalty. The Promissory Note is secured by a first priority security interest in 33.3 million of the shares of Class A Common Stock issued to the Investor.

Current report

To the Company’s knowledge, the Investor is a newly-formed entity that will not own, at the time of closing of the transaction, additional assets other than the 40,000,000 shares of Class A common stock which it is purchasing. Accordingly, there is no assurance that the Investor will have sufficient cash resources to repay the Promissory Note in five years at its maturity or to pay interest on the Promissory Note prior to maturity. If there is an event of default under the Promissory Note, the Company would be able to foreclose on the collateral securing the Promissory Note, which consists of 33.3 million of the shares of Class A Common Stock being purchased by the Investor, but there is no assurance as to the value of such collateral at the time of any foreclosure.

Current report

The consummation of the transaction pursuant to the Stock Purchase Agreement will cause substantial dilution to our stockholders.

Current report

In accordance with the Stock Purchase Agreement with the Investor, we have agreed to issue 40,000,000 shares to the Investor at the consummation of the Transaction. As of May 5, 2026, the Company had outstanding 36,296,018 shares of Class A common stock and 1,342,709 shares of Class B common stock. Accordingly, the issuance of 40,000,000 shares to the Investor will result in substantial dilution to our shareholders. We may also issue additional shares of Class A common stock in the future in connection with equity awards or for capital raising or other purposes, which would result in additional dilution to our shareholders. This dilution could have an adverse impact on the trading price of our Class A common stock and could result in increased volatility in our stock price.

Current report

The trading price of our Class A common stock may continue to be volatile.

Current report

The trading price of our Class A common stock has been volatile in the recent period and we cannot assure you that this volatility will not continue in the future. In particular, we cannot assure you how the announcement of the Transaction with the Investor will impact the trading price of our Class A common stock, and the trading of our Class A common stock may continue to be volatile following the announcement and consummation of this Transaction. While the Company believes that the transaction with the Investor is in the best interest of the Company and its stockholders, there is no assurance that our stock price will not decline in the near or long term as a result of or following the announcement.

Current report

The public resale by the Investor of Class A common stock received in the Transaction, or the perception in the market that such resales could occur, could have a negative effect on the trading price of the Class A common stock following consummation of the Transaction.

Current report

We will issue issue 40,000,000 shares of Class A common stock to the Investor upon the consummation of the Transaction. None of these shares will be registered under the Securities Act of 1933, as amended, and they will only be able to be sold pursuant to a separate registration statement or an applicable exemption from registration. However, we will be required to file a resale registration statement on an appropriate form to register the resale of these shares in the public market upon the request of the Investor. Once registered, the shares held by the Investor will be freely tradable and will not be subject to any restrictions or require further registration.

Current report

The public resale by the Investor of Class A common stock received in the Transaction, or the perception in the market that such resales could occur, could have a negative effect on the trading price of the Class A common stock following consummation of the Transaction. Any such sale of our Class A common stock could also make it more difficult for us to raise capital by selling equity or equity-linked securities at a time and price that we otherwise would deem appropriate.

Current report

We are evaluating a potential separation of BuzzFeed Studios, Inc., which may not be successful.

Current report

On May 11, 2026, we announced a strategic plan to separate its studio (including vertical micro-dramas, animation, digital video, and premium studio including feature films) and Tasty business units into a standalone, independent entity, BuzzFeed Studios, Inc., to attract new investors. This process is in its preliminary stages, and our Board of Directors has not yet formally approved a definitive plan. This process is in its preliminary stages, and our Board of Directors has not yet formally approved a definitive plan. There can be no assurance as to the specific structure of this potential reorganization, the timing of its implementation, or whether this evaluation will result in a sale, a strategic partnership, or any other transaction. The process of exploring such a separation requires significant management time and resources, which may divert attention from our core digital media operations. If we are unable to successfully execute this transition, we may fail to realize the anticipated benefits of increased operational focus or a more streamlined corporate structure.

Current report

Our ongoing restructuring initiatives are in the early stages, and we may be unable to accurately estimate their costs or achieve the anticipated savings.

Current report

We are in the process of developing and implementing significant cost-reduction measures, including workforce reductions, real estate consolidation, and increased automation. Because these initiatives are in the early stages of planning, we cannot currently estimate the range of restructuring charges we will incur or the timing of such expenditures. These changes may result in unintended consequences, such as diminished employee morale, the loss of key personnel, or disruptions to our content production and AI-integration efforts. If our restructuring efforts are not successful or if the actual costs of implementation significantly exceed our internal projections, our results of operations and ability to reach a sustainable liquidity profile will be negatively impacted.

Current report

The business strategy and direction of the Company may shift following the consummation of the Transaction pursuant to the Stock Purchase Agreement, and pursuant to any potential transaction involving BuzzFeed Studios, Inc.

Current report

Subsequent to the consummation of the Transaction with Allen Family Digital, LLC, Jonah Peretti, our current CEO, will transition to a new role as President of BuzzFeed AI. In this capacity, Mr. Peretti will focus on the development of new AI-driven products and content formats intended to enhance social connection and creative expression. While this shift allows for dedicated innovation in emerging technologies, the transition of a long-term CEO to a specialized role may result in changes to our broader management priorities and corporate culture.

Current report

As part of this transformation, we are also evaluating the potential separation of BuzzFeed Studios, Inc., which encompasses our high-touch video production (including feature films and micro-dramas) and legacy lifestyle brands like Tasty. This strategy is designed to streamline the Company’s operational focus, but it creates several risks:

Current report

•Shift in Operational Identity: By divesting the Studios business, the Company will look and operate differently than it has in the past. While our core publishing business and editorial teams will continue to produce content, the loss of our signature "legacy" video infrastructure may alter our brand’s cultural authority and how our audience perceives our creative capabilities.

Previous report

At times, we rely on third-party loans and other external financing to fund our production and development of films, television programming, and other ancillary content. Although such financing is generally supported by minimum guarantees or other commitments, and not dependent on revenues generated from exploitation, there can be no assurance that our productions will ultimately be profitable or that co-financing partners will recover their investments.

Previous report

Our business model involves securing external financing or co-financing commitments, including loans, credit facilities, and production advances, to fund the development, production, and distribution of live-action and animated films, television programming, interactive games, and other ancillary content. The availability and terms of such financing depend on a number of factors, including market conditions, lender appetite for entertainment-sector risk, and our own financial and operational performance. Most productions secure a completion bond to guarantee completion and delivery, and certain productions have contracts in place for minimum guarantees in exchange for distribution rights (and those minimum guarantees may be paid directly to any lender to repay debt). The repayment of these loans and other financing commitments are sometimes guaranteed by Company subsidiaries and we may not be able to successfully implement arrangements to reduce the risks of production exposure to those subsidiaries, such as failing to fully monetizing tax credits, unsuccessfully applying for government or industry rebates, or the inability to collect other soft money benefits that act as security.

Previous report

There is inherent uncertainty in the commercial performance of any individual film or other studio content. Audience preferences are unpredictable and can be influenced by numerous factors outside our control, including competition, critical reception, marketing effectiveness, release timing, distribution strategy, and broader economic conditions. In the aggregate, these factors may adversely affect our cash flows and limit our access to additional financing. In addition, we may experience delays and increased costs due to disruptions or events beyond its control, such as strikes by the Writers Guild of America and Screen Actors Guild - American Federation of Television and Radio Artists that could result in months-long shutdowns in television, film, and other studio production.

Previous report

Investors in individual feature films and other studio productions also face the risk that a project may never yield a return. Factors such as shifting audience preferences, poor reception, or changes in distribution markets could result in a total loss of capital on a given project. This uncertainty could materially affect our financial position and investor returns.

Previous report

AI-Enabled Search Functionality Has the Potential to Disrupt Traffic, Monetization, and Content Visibility, Particularly for Our News Operations.

Previous report

The integration of generative AI features into search engines presents a potential risk to our digital business model, particularly for our news operations. These features increasingly surface AI-generated summaries at the top of search results, reducing user engagement with source content. This trend, along with broader platform changes, may adversely impact our traffic volumes and monetization capabilities. Potential risks include:

Previous report

•Impacted referral traffic. AI-generated summaries, such as Google's AI Overviews and AI Mode, often provide answers directly on the search results page, which could lead to fewer users clicking through to publisher websites.

Previous report

•Reduced advertising revenue. Because our monetization strategy includes ad-supported revenue that relies on organic search traffic, any impact on click-through rates may lead to fewer page views and impressions, which could negatively affect advertising revenue.

Previous report

•Loss of control over content visibility. Publishers that block AI crawlers to protect their content from use in AI summaries may be excluded from other search features, such as snippets, Discover, or general indexing. This creates pressure to permit AI access to content in order to maintain baseline visibility, weakening our leverage in negotiating content licensing or access terms.

Previous report

•Platform dependency. The increasing control that search platforms exert over content visibility and distribution may limit our ability to reach audiences, monetize content effectively, or diversify our traffic sources in a competitive and sustainable manner.

Previous report

•Diminished brand recognition. The rise of "zero-click searches," where users find the information they need in the AI summary, means a lack of direct engagement between users and publishers, thereby hindering the development of brand familiarity and loyalty. Furthermore, because an AI Overview can cite multiple sources for a generated answer, an individual publisher’s impact may be diluted to users, leading to diminished brand recognition.

Previous report

To the extent these risks become material in the future and if we are unable to adapt to these changes by evolving our distribution strategies or expanding into more direct or subscription-based revenue models, our financial condition and operating results could be materially and adversely affected.

Previous report

We have recorded significant impairment charges in the past and could do so again in the future, which could have a material adverse impact on our results of operations.

Previous report

In 2022, we recorded material charges related to the impairment of our goodwill and certain long-lived assets. We had approximately $43.3 million of goodwill and $11.8 million of acquired intangible assets on our condensed consolidated balance sheet as of September 30, 2025. Under accounting principles generally accepted in the United States (i.e., U.S. GAAP), we are required to review our intangible assets, including goodwill, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.

Previous report

We perform an assessment of goodwill for impairment annually as of October 1, as well as whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, or we may determine to proceed directly to the quantitative impairment test. Circumstances which could trigger an assessment of goodwill for impairment include, but are not limited to: a significant decline in our stock price for a sustained period; significant negative industry or economic trends; our overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; other relevant entity-specific events including changes in management, key personnel, strategy, or customers; and other events affecting our single reporting unit.

Previous report

Additionally, we assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Circumstances which could trigger such a review include, but are not limited to, the following: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectations that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

Previous report

Under U.S. GAAP, if we determine goodwill or intangible assets are impaired, we will be required to write down these assets. Any write-down could have a negative effect on the condensed consolidated financial statements and could impact our compliance with the equity requirement of the Nasdaq listing rules.

Previous report

Some of our employees are unionized, and our business and results of operations could be adversely affected if labor agreements were to further restrict our ability to maximize the efficiency of our operations.

Previous report

As of November 4, 2025, approximately 14.1% of our employees were unionized, with certain employees associated with BuzzFeed Canada, Inc. in Canada belonging to the Canadian Media Guild, and certain employees associated with HuffPost in the U.S. belonging to the Writers Guild of America, East. We (i) currently are out of contract with those BuzzFeed Canada, Inc. employees represented by the Canadian Media Guild and (ii) our collective bargaining agreement with those HuffPost employees represented by the Writers Guild of America, East, expires on January 31, 2026. As a result, we expect to negotiate, in 2025 and potentially into early 2026, the wage, benefits, and other terms and conditions of employment with these employees collectively as part of the contract renewal process. Our results could be adversely affected if labor negotiations or the renewed collective bargaining agreements were to further restrict our ability to maximize the efficiency of our operations, or if a larger percentage of our workforce were to be unionized. If we are unable to negotiate renewed labor contracts on reasonable terms, or if we were to experience labor unrest or other business interruptions in connection with labor negotiations or otherwise, our ability to produce and deliver our products could be impaired. In addition, our ability to make adjustments to control compensation and benefits costs, change our strategy, or otherwise adapt to changing business needs may be limited by the terms and duration of our collective bargaining agreements.