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, 2025. Other than as described below, our risk factors have not changed materially since December 31, 2025.

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.

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.

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:

•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;

•difficulties attracting and retaining key personnel;

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

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

•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.

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.

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.

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.

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.

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.

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.

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.

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.

This transition and shift in control involves several risks:

•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.

•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.

•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.

•“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.

•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.

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.

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.

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.

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

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.

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

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.

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.

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.

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.

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

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.

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

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.

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.

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.

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:

•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.

•Risks of AI-Augmented Media: Our success depends in part on the adoption of new AI products and technologies designed to facilitate human creativity. In the media industry, the integration of AI involves significant uncertainties, including evolving regulatory requirements, potential brand safety concerns, and the risk that these new formats may not achieve the same viral engagement as our traditional video and editorial content.

•Market Reception of New Formats: There is no guarantee that the AI-driven social experiences and apps we are developing will be embraced by our audience or advertisers. If these new products fail to generate sustainable revenue or if the market perceives our shift away from a studio-centric model unfavorably, our business and financial results may be adversely affected.

Ultimately, we are re-engineering the Company to balance our editorial roots with a new suite of AI-enhanced tools. This transition makes our future results difficult to predict compared to our 20-year history as a traditional digital media entity.