BuzzFeed, Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
BZFD$0.52-7.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001828972-26-000056
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001828972-26-000138
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 145 previous paragraphs and 162 current paragraphs.
87 unchanged; 36 reworded; 35 added; 21 removed; 1 previous and 4 current paragraphs rearranged.
Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (35)
Current report
Report on Form 10-K for the year ended December 31, 2025 (i.e., March 16, 2026). In addition, in March 2026, we announced that we were exploring strategic options and that our ability to continue as a going concern was dependent on our ability to execute our business plan, and / or implement other strategic options, which could include raising additional capital. In exploring strategic options, which included sales of BuzzFeed or portions of BuzzFeed, and potential capital raises, among other transactions, BuzzFeed engaged with more than 30 counterparties.
Current report
On March 5, 2026, our board of directors, with Jonah Peretti abstaining, formed a Special Committee of the board of directors (the “Special Committee”), comprised of Adam Rothstein, Gregory Coleman, and Janet Rollé, each of whom was determined by our board of directors to be an “independent director” as defined under the applicable rules, regulations, and listing requirements of Nasdaq and the applicable rules and regulations promulgated by the SEC. The Special Committee was formed to evaluate strategic opportunities that would implicate a change in control and / or involve an interested stockholder of BuzzFeed, and was empowered to engage directly with any potential counterparty to such opportunities, to accept or reject any or all proposals for such opportunities, and to negotiate the terms of any such opportunities. The Special Committee met 11 times between March 5, 2026 and May 11, 2026.
Current report
On May 11, 2026, given our above-described financial condition, we obtained relief under Nasdaq Listing Rule 5635, which provides an exception from Nasdaq’s shareholder approval requirement in connection with certain issuances of BuzzFeed’s shares or in connection with the issuance of shares related to a change of control, upon a showing that “the delay in securing stockholder approval would seriously jeopardize the financial viability of the enterprise.”
Current report
Upon Closing, Jonah Peretti, LLC, an affiliate of Jonah Peretti, BuzzFeed’s founder and former Chief Executive Officer, converted all 1,309,354 of its shares of our Class B common stock into Class A common stock (the “Stock Conversion”). The First Stock Purchase Agreement and the Stock Conversion resulted in the Investor obtaining a controlling ownership interest in us (the Investor owns and controls more than 50% of our outstanding common stock), and Byron Allen became Chief Executive Officer and Chairman of the Board, effective May 26, 2026.
Current report
Additionally, in connection with the Transaction, our board of directors was expanded from four to nine members. The Investor obtained the right to appoint five members to the board of directors and one additional member following the 2026 annual meeting of our shareholders held on June 2, 2026 (appointed in July 2026). Accordingly, the Transaction resulted in a change in control of BuzzFeed.
Current report
In its evaluation of the First Stock Purchase Agreement and related transactions, the Special Committee unanimously determined that it was fair to, and in the best interests of, BuzzFeed and its stockholders for BuzzFeed to enter into the First Stock Purchase Agreement, and the transactions contemplated thereby, and recommended that our board of directors authorize and approve the execution and delivery by BuzzFeed of the First Stock Purchase Agreement and the transactions contemplated thereby. In making its determination and recommendation, the Special Committee considered numerous factors, including potential alternative transactions, our projections, our current and projected cash balances, the status of negotiations with our lenders, the going concern qualification noted by our auditors in their audit report, the terms and conditions of the First Stock Purchase Agreement, the terms and conditions of the Promissory Note, the market reputation and other benefits to BuzzFeed of associating with Byron Allen, the potential elimination of most of BuzzFeed’s high-vote Class B common stock, and many other factors (not necessarily in the foregoing order, with different directors giving different weight to different factors). The Special Committee also considered the need to regain compliance with Nasdaq’s minimum bid requirement in order to avoid being delisted from Nasdaq.
Current report
We used the proceeds from the First Stock Purchase Agreement to partially repay existing indebtedness (refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details), and the remaining proceeds for other general corporate purposes.
Current report
In connection with the First Stock Purchase Agreement, the $100.0 million consideration received in the form of the Promissory Note represents an uncollected subscription for our common stock. Because the stock was issued prior to the collection of the underlying cash proceeds, the Promissory Note is classified as a stock subscription receivable and is presented as a contra-equity account, reducing total stockholders’ equity within the condensed consolidated balance sheets.
Current report
Accrued interest is recorded within equity and totaled $0.5 million for the three and six months ended June 30, 2026. As of June 30, 2026, stock subscription receivable totaled $100.5 million, consisting of $100.0 million of principal and $0.5 million of accrued interest.
Current report
On June 17, 2026, we entered into a second stock purchase agreement (the “ Second Stock Purchase Agreement”) with the Investor, pursuant to which the Investor agreed to purchase an additional 4,000,000 shares of our Class A common stock, consisting of 2,173,155 newly-issued shares and 1,826,845 treasury shares (as described below). The Investor paid a price of $1.44 per share, which represents the closing price of our Class A common stock on June 15, 2026 as reported by The Nasdaq Stock Market LLC. The shares were issued to the Investor on June 18, 2026, and we received aggregate proceeds of approximately $5.8 million, which were used for general corporate purposes.
Current report
Additionally, on June 17, 2026, we entered into a series of third stock purchase agreements (the “Third Stock Purchase Agreements”) with certain individual purchasers, who are affiliates of Byron Allen, pursuant to which we agreed to sell 216,999 shares of our Class A common stock in total, also at a price of $1.44 per share. The 216,999 newly-issued shares of Class A common stock were issued to the individual purchasers on June 18, 2026 in connection with the Third Stock Purchase Agreements, and we received aggregate proceeds of approximately $0.3 million, which were used for general corporate purposes.
Current report
The Audit Committee of our board of directors (the “Audit Committee”) — which is responsible for the review, approval, and ratification of related party transactions in accordance with the Company’s Related Party Transaction Policy, applicable provisions of the Securities Exchange Act of 1934, as amended, and Nasdaq listing rules — ratified and approved the Second Stock Purchase Agreement and the Third Stock Purchase Agreements and the transactions contemplated thereby. At the time of the aforementioned transactions, the Audit Committee was comprised of Adam Rothstein, Gregory Coleman, and Janet Rollé, each of whom was determined by our board of directors to be an “independent director” as defined under the applicable rules, regulations, and listing requirements of Nasdaq and the applicable rules and regulations promulgated by the SEC. All material information regarding the proposed Second Stock Purchase Agreement and the Third Stock Purchase Agreements was presented to the Audit Committee, including (i) the nature of the relationship giving rise to related party status, (ii) the material terms of the Second Stock Purchase Agreement and the Third Stock Purchase Agreements, (iii) the business purpose of the Second Stock Purchase Agreement and the Third Stock Purchase Agreements, and (iv) such other information as the Audit Committee deemed relevant for purposes of its review. The Audit Committee reviewed the Second Stock Purchase Agreement and the Third Stock Purchase Agreements in accordance with the Related Party Transaction Policy and determined that the Second Stock Purchase Agreement and the Third Stock Purchase Agreements and the transactions contemplated thereby complied with the Company’s Related Party Transaction Policy, applicable securities laws and Nasdaq Listing Rules, and were fair, reasonable, and in the best interests of the Company.
Current report
Repurchase and Reissuance of Common Stock
Current report
On May 23, 2025, we entered into a share repurchase agreement with New Enterprise Associates 13, L.P., then a holder of our outstanding Class A common stock, providing for us to repurchase 1,826,845 shares of our Class A common stock, par value of $0.0001 per share, in a privately negotiated transaction, at a purchase price of $1.82 per share, for an aggregate purchase price of approximately $3.3 million. The repurchase was approved by our board of directors, and this repurchase of common stock took place on May 23, 2025. This transaction resulted in the repurchased 1,826,845 shares of our Class A common stock being classified as treasury stock at cost within our condensed consolidated balance sheets as of December 31, 2025.
Current report
On June 18, 2026, in connection with the Second Stock Purchase Agreement described above, we reissued the 1,826,845 shares of treasury stock to the Investor. As a result, no shares remain classified as treasury stock within our condensed consolidated balance sheets as of June 30, 2026.
Current report
In July 2026, we announced plans to reduce operating expenses by implementing an approximately 35% reduction in our current workforce and dedicated contractors. 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
Advertising revenue decreased by $9.5 million, or 22%, for the six months ended June 30, 2026, due to a $6.7 million decline in programmatic advertising revenue and a $2.8 million decline in direct sold advertising products. For the six months ended June 30, 2026 and 2025, programmatic advertising was $27.5 million and $34.3 million, respectively, and direct sold advertising was $6.9 million and $9.7 million, respectively.
Current report
Content revenue increased by $2.4 million, or 16%, for the six months ended June 30, 2026, primarily driven by a $2.1 million increase in studio revenue and a $0.3 million increase in direct sold content revenue. For the six months ended June 30, 2026 and 2025, studio revenue was $9.6 million and $7.5 million, respectively, and direct sold content revenue was $7.9 million and $7.6 million, respectively.
Current report
Cost of revenue, excluding depreciation and amortization, decreased by $5.2 million, or 19%, for the three months ended June 30, 2026, driven by a $3.5 million decrease in variable cost of revenue reflecting the decline in revenue performance and a $2.3 million decrease in compensation expense reflecting our previous cost savings actions, partially offset by a $0.5 million increase in consulting expenses.
Current report
Cost of revenue, excluding depreciation and amortization, decreased by $6.3 million, or 12%, for the six months ended June 30, 2026, driven by a $3.4 million decrease in compensation expense reflecting our previous cost savings actions, a $2.9 million decrease in variable cost of revenue reflecting the decline in revenue performance, and a $1.9 million decrease in restructuring expenses, partially offset by a $1.3 million increase in consulting expense and a $0.4 million increase in software, content, and stock-based compensation expenses.
Current report
Sales and marketing expenses decreased by $2.3 million, or 27%, for the six months ended June 30, 2026, driven by a $2.0 million decrease in compensation and related expenses reflecting our previous cost savings actions.
Current report
General and administrative expenses increased by $1.9 million, or 8%, for the six months ended June 30, 2026, driven by a $2.7 million decrease in sublease income, a $2.5 million increase in software expense (reflecting the reversal of an accrual that we were no longer liable for during the six months ended June 30, 2025), and a $0.3 million increase in stock-based compensation expense. These were partially offset by a $1.5 million decrease in compensation expense reflecting our previous cost savings actions and attrition, a $1.4 million decrease in rent expense, and a $0.7 million decrease in professional fees.
Current report
Research and development expenses decreased by $0.2 million, or 7%, for the three months ended June 30, 2026.
Current report
Research and development expenses decreased by $0.9 million, or 16%, for the six months ended June 30, 2026, driven by a $1.0 million decrease in compensation expense reflecting our previous cost savings actions.
Current report
For the three months ended June 30, 2026, depreciation and amortization expenses increased by $0.6 million, or 14%.
Current report
Other income (expense), net:
Current report
We recorded other expense, net of $0.2 million for the six months ended June 30, 2026, compared to other expense, net of $3.8 million for the six months ended June 30, 2025. The change of $3.6 million was primarily driven by the comparison against a $5.5 million loss on extinguishment of debt recorded during the six months ended June 30, 2026, partially offset by a $1.8 million change in unrealized exchange gains / losses.
Current report
Interest expense, net decreased by $0.1 million, or 7%, for the three months ended June 30, 2026.
Current report
Interest expense, net increased by $0.3 million, or 10%, for the six months ended June 30, 2026.
Current report
We recorded a $nil change in fair value of warrant liabilities for the six months ended June 30, 2026 compared to a gain of $1.0 million for the six months ended June 30, 2025.
Current report
Income tax provision:
Current report
As of and for the six months ended June 30, 2026, we had unrestricted cash and cash equivalents of $16.3 million. However, we have a history of losses, and had an accumulated deficit of $706.5 million as of June 30, 2026. We have cash available on hand, and believe our existing capital resources will be sufficient to support our operations and meet its obligations as they become due within one year from the issuance date.
Current report
In the second quarter of 2026, a standby letter of credit in the amount of $15.0 million was terminated, in-line with the contractual termination of an operating lease. As of June 30, 2026, approximately $3.4 million in standby letters of credit remain outstanding Refer to Note 13 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details with respect to our leases.
Current report
On May 7, 2026, we entered into Amendment No. 4 to Credit Agreement (the “Fourth Amended Credit Agreement”), which provided for an extension of the $5.0 million due date to May 18, 2026 and established certain incremental mandatory prepayments whereby we were required to prepay any aggregate outstanding principal amounts of any overadvances upon the occurrence of certain events, including from the sale of specified assets or the issuance of any equity interests, subject to us retaining liquidity of $7.5 million. On May 26, 2026, we repaid $12.5 million aggregate principal amount on indebtedness outstanding under the Credit Agreement using proceeds from the First Stock Purchase Agreement. On June 26, 2026, we repaid an additional $7.5 million aggregate principal amount on indebtedness outstanding under the Credit Agreement using proceeds from cash collateral that was released from the termination of a letter of credit that was previously held in favor of our former landlord for our former corporate headquarters. The Fourth Amended Credit Agreement incurred a non-refundable cash fee of approximately $0.5 million, which was paid in May 2026. Additionally, we incurred incremental debt discount / issuance fees paid to the creditor of approximately $0.2 million associated with this modification.
Current report
For the six months ended June 30, 2026, cash provided by financing activities was $4.6 million, which consisted of $19.4 million in net proceeds from the First Stock Purchase Agreement ($20.0 million in cash, net of $0.6 million of legal expenses), $6.1 million in proceeds from various private placement transactions, and $0.6 million in borrowings from film financing arrangements, partially offset by $20.0 million of debt repayments under the Term Loan, $1.0 million in payments associated with modifications to the Credit Agreement / Term Loan and milestone fees, $0.4 million in payments of film financing arrangements for feature films, and $0.1 million in payments for withholding taxes on the vesting of certain RSUs.
Removed paragraphs (21)
Previous report
Immediately prior to the execution of the Agreement, Jonah Peretti, BuzzFeed’s Founder and CEO, notified the Company of his intention to convert all of his outstanding shares of Class B common stock (1,309,354 as of May 5, 2026) into Class A common stock, which will leave approximately 33,355 shares of Class B common stock outstanding. Such conversion will result in Jonah Peretti owning approximately 2% of the outstanding shares of Class A common stock, and the purchase by the Investor will result in the Investor owning approximately 52% of the outstanding Class A common stock, which, taken together with the conversion by Jonah Peretti, will result in the Investor controlling us.
Previous report
In connection with the execution of the Agreement, the Company, the Investor and Jonah Peretti, LLC entered into a Director Appointment Agreement (the “Director Appointment Agreement”), pursuant to which, effective as of the closing of the Transaction, our board of directors will be expanded from four to eight directors until our 2026 annual meeting (the “2026 Annual Meeting”) after which time our board of directors will be expanded from eight to nine directors. Prior to the 2026 Annual Meeting, pursuant to the Director Appointment Agreement, the Investor will have the right to appoint five of the eight members of our board of directors. Following the 2026 Annual Meeting and the expansion of our board of directors from eight to nine members, pursuant to the Director Appointment Agreement, (A) the Investor will have the right to appoint (i) six directors provided the Investor beneficially owns more than 50% of the Company’s then-outstanding common stock and (ii) a majority of the directors provided the Investor beneficially owns less than 40% but equal to or more than 20% of our then-outstanding common stock and (B) Jonah Peretti, LLC will have the right to appoint one director as long as he owns a specified amount of our then-outstanding common stock.
Previous report
On May 11, 2026, Nasdaq approved an exception to Nasdaq Listing Rule 5635 (Shareholder Approval) and Nasdaq Listing Rule 5640 (Voting Rights) in connection with the issuance and sale of the Shares and the execution of the Director Appointment Agreement.
Previous report
The Transaction is expected to close prior to the end of May 2026 but no earlier than 10 days after our shareholders are notified of the Transaction in accordance with Nasdaq Rule 5635.
Previous report
The foregoing descriptions of the Stock Purchase Agreement, the Director Appointment Agreement and the Promissory Note are qualified in their entirety by reference to the actual agreements, which have been filed as exhibits to this report and are incorporated by reference herein.
Previous report
Announcement of CEO Transition Plan and Proposed Election of Officers
Previous report
On May 11, 2026, Jonah Peretti, BuzzFeed’s Founder and CEO, announced his intention to transition from his role as our CEO, with Byron Allen named as his successor. Mr. Allen is expected to assume the role of Chief Executive Officer of BuzzFeed, Inc. in the coming weeks, and Mr. Peretti is expected to transition to a new role as President of BuzzFeed AI. Mr. Peretti also will continue to serve as one of our directors.
Previous report
Cost of revenue, excluding depreciation and amortization, decreased by $1.1 million, or 5%, for the three months ended March 31, 2026, driven by a $1.9 million decrease in restructuring expenses, partially offset by a $0.6 million increase in variable cost of revenue driven by changes in the product mix (primarily lower-margin studio revenue, particularly feature films).
Previous report
Research and development expenses decreased by $0.7 million, or 24%, for the three months ended March 31, 2026, driven by a $0.8 million decrease in compensation expenses reflecting our previous cost savings actions, partially offset by a $0.1 million increase in stock-based compensation and other expenses.
Previous report
Other (expense) income, net:
Previous report
Interest expense, net increased by $0.4 million, or 31%, for the three months ended March 31, 2026, reflecting more cumulative debt outstanding during the current year. Refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.
Previous report
Income tax (benefit) provision:
Previous report
The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of the date the accompanying condensed consolidated financial statements were issued (the “issuance date”), the significance of the following adverse conditions were evaluated in accordance with U.S. GAAP.
Previous report
Since our inception, we have generally incurred significant losses and used cash flows from operations to grow our owned and operated properties and iconic brands. During the three months ended March 31, 2026, we incurred a net loss of $15.1 million and generated cash flows from operations of $2.7 million. Additionally, as of March 31, 2026, we had unrestricted cash and cash equivalents of $6.8 million and an accumulated deficit of $694.7 million.
Previous report
Our current restricted cash balance of $15.8 million relates to funds held in Company-owned deposit accounts that are pledged as collateral for our existing letters of credit for certain office lease arrangements and, upon the expiration of certain of these letters of credit, approximately $15.0 million is required to be paid to our lenders under the Credit Agreement (as defined under “Term Loan” below), which also includes a $5.0 million minimum cash covenant ($3.5 million through April 30, 2026, as discussed within Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q).
Previous report
As disclosed within Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, in May 2025, we secured a $40.0 million asset-backed Term Loan (as amended, and defined under “Term Loan” below) and used a portion of the proceeds to repay, in full, the Notes. In August 2025, we received an incremental $5.0 million under the Second Amended Credit Agreement (as defined under “Term Loan” below), which was due on February 20, 2026 (as extended to April 30, 2026, and further extended to May 18, 2026, as discussed within Notes 8 and 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q).
Previous report
As further disclosed in Note 14 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, our Class A common stock experienced a significant decline whereby the trading price remained below $1.00 per share for a sustained period and has continued to remain below $1.00 as of the issuance date. However, in order to remain in compliance with Nasdaq market listing requirements, our Class A common stock price must exceed $1.00 per share for a specified minimum period (i.e., at least 10 consecutive business days). As a result of the decline in its stock price, we received a notice of noncompliance from Nasdaq on March 2, 2026, notifying us that we had until August 31, 2026 to regain compliance. If we are not able to regain compliance and, as such, our Class A common stock is delisted from Nasdaq, we will be faced with a number of significant material adverse consequences, including limited availability of market quotations for our Class A common stock; limited news and analyst coverage; decreased ability to obtain additional financing or failure to comply with the covenants required by any indebtedness; limited liquidity for our stockholders due to thin trading; and a potential loss of confidence by investors, employees, and other third parties who do business with us.
Previous report
To address our capital needs, we may explore options to restructure our outstanding debt, and we are working to optimize our consolidated balance sheet. As described in Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, on May 11, 2026, the Company entered into a Stock Purchase Agreement with an investor for the sale of 40,000,000 shares of our Class A common stock. 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 us 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 us at the closing of the transaction. While the transaction contemplated by the Stock Purchase Agreement is expected to close prior to the end of May 2026, we can provide no assurance that the closing will occur on the expected timeline, or at all. Refer to Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.
Previous report
The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.
Previous report
Refer to Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for details surrounding the Fourth Amended Credit Agreement (as defined therein), which extends the $5.0 million due date to May 18, 2026, among other things.
Previous report
For the three months ended March 31, 2025, cash used in financing activities was $2.5 million, which consisted of $2.1 million in consent solicitation fee payments and a $0.3 million partial repurchase of the Notes.
Reworded paragraphs (36)
Previous wording
Entry into Stock Purchase Agreement with Allen Family Digital, LLC
Current wording
Entry into Stock Purchase Agreements
Previous wording
Based on our liquidity position as of March 31, 2026 and our current forecast of operating results and cash flows, in the absence of any of the above-described plans to address our capital needs, we anticipate that we will not have sufficient resources to fund our cash obligations for the next 12 months following the issuance date. In addition, we have concluded that the above-described plans do not alleviate substantial doubt about our ability to continue as a going concern.
Current wording
In recent years, we have generally incurred significant losses each year, and our cash balances have decreased over time. During the year ended December 31, 2025, we incurred a net loss of $57.3 million and, as of December 31, 2025, we had unrestricted cash and cash equivalents of $8.5 million and an accumulated deficit of $679.6 million. Based on our liquidity position as of December 31, 2025 and our then-current forecast of operating results and cash flows, in the absence of any strategic transaction to address our capital needs, we disclosed in March 2026 that we anticipated that we would not have sufficient resources to fund our cash obligations for the next 12 months following the issuance date of our Annual
Previous wording
On May 11, 2026, BuzzFeed, Inc. entered into a Stock Purchase Agreement (the “Agreement”) with Allen Family Digital, LLC (“Investor”), pursuant to which we agreed to sell to the Investor, and the Investor agreed to purchase from us, 40,000,000 shares (the “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 us 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 us 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). The Promissory Note is secured by a first priority security interest in 33.3 million of the Shares and the Company understands that Investor currently holds no assets other than the Shares.
Current wording
As disclosed within Note 9 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, on May 11, 2026, we entered into a Stock Purchase Agreement (the “First Stock Purchase Agreement”) with Allen Family Digital, LLC (the “Investor”), an affiliate of Byron Allen’s family office, pursuant to which we agreed to issue and sell to the Investor 40,000,000 shares (the “Shares”) of our Class A common stock, par value $0.0001 per share, at a purchase price of $3.00 per share of Class A common stock, for aggregate consideration of $120.0 million (the “Transaction”). The aggregate consideration was comprised of (i) $20.0 million in cash paid to us at the closing of the Transaction, which occurred on May 26, 2026 (the “Closing”), and (ii) a five-year secured promissory note in the principal amount of $100.0 million (the “Promissory Note”) issued at Closing, which matures in 2031 and accrues interest at an annual rate of 5%. The Promissory Note is secured with a first priority security interest in 33,333,333 of the Shares.
Previous wording
In February 2025, we implemented plans to reduce expenses by implementing an approximately 5% reduction in our then-current workforce. The reduction in workforce was intended to streamline the news operations for HuffPost. We incurred approximately $1.9 million of restructuring costs for the three months ended March 31, 2025, comprised mainly of severance and related benefits costs, all of which were included in cost of revenue, excluding depreciation and amortization.
Current wording
In February 2025, we implemented plans to reduce expenses by implementing an approximately 5% reduction in our then-current workforce. The reduction in workforce was intended to streamline the news operations for HuffPost. We incurred approximately $1.9 million of restructuring costs for the six months ended June 30, 2025, comprised mainly of severance and related benefits costs, all of which were included in cost of revenue, excluding depreciation and amortization.
Previous wording
(2)We define Time Spent as the estimated total number of hours spent by users on our owned and operated U.S. properties, our content on Apple News, and our content on YouTube in the U.S., in each case, as reported by Comscore. Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we have minimal advertising capabilities that contribute to our advertising revenue, including Instagram, TikTok, Facebook, Snapchat, and X (formerly Twitter). There are inherent challenges in measuring the total actual number of hours spent with our content across all platforms; however, we consider the data reported by Comscore to represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities. We use Time Spent to evaluate the level of engagement of our audience. Trends in Time Spent affect our revenue and financial results by influencing the number of ads we are able to show. However, increases or decreases in Time Spent may not directly correspond to increases or decreases in our revenue. For example, the number of programmatic impressions served by third-party platforms can vary based on the advertising revenue optimization strategies of these platforms and, as a result, an increase or decrease in Time Spent does not necessarily correlate with a corresponding increase or decrease in the number of programmatic impressions served, but Time Spent can be a key indicator for our programmatic advertising revenue when the third-party platforms optimize revenue over programmatic impressions. Our definition of Time Spent is not based on any standardized industry methodology and is not necessarily defined in the same manner, or comparable to, similarly titled measures presented by other companies. For the three months ended March 31, 2026, Time Spent decreased by 11%, consistent with broader industry trends, amongst our competitive set, according to Comscore.
Current wording
(2)We define Time Spent as the estimated total number of hours spent by users on our owned and operated U.S. properties, our content on Apple News, and our content on YouTube in the U.S., in each case, as reported by Comscore. Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we have minimal advertising capabilities that contribute to our advertising revenue, including Instagram, TikTok, Facebook, Snapchat, and X (formerly Twitter). There are inherent challenges in measuring the total actual number of hours spent with our content across all platforms; however, we consider the data reported by Comscore to represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities. We use Time Spent to evaluate the level of engagement of our audience. Trends in Time Spent affect our revenue and financial results by influencing the number of ads we are able to show. However, increases or decreases in Time Spent may not directly correspond to increases or decreases in our revenue. For example, the number of programmatic impressions served by third-party platforms can vary based on the advertising revenue optimization strategies of these platforms and, as a result, an increase or decrease in Time Spent does not necessarily correlate with a corresponding increase or decrease in the number of programmatic impressions served, but Time Spent can be a key indicator for our programmatic advertising revenue when the third-party platforms optimize revenue over programmatic impressions. Our definition of Time Spent is not based on any standardized industry methodology and is not necessarily defined in the same manner, or comparable to, similarly titled measures presented by other companies. For the three and six months ended June 30, 2026, Time Spent decreased by 11% and 11%, respectively, consistent with broader industry trends, amongst our competitive set, according to Comscore.
Previous wording
Other (expense) income, net: Consists of foreign exchange gains and losses, gains and losses on investments, gains and losses on dispositions of subsidiaries, gains and losses on disposition of assets, income from transition service agreements, losses on extinguishments of debt, and other miscellaneous income and expenses.
Current wording
Other income (expense), net: Consists of foreign exchange gains and losses, gains and losses on investments, gains and losses on dispositions of subsidiaries, gains and losses on disposition of assets, income from transition service agreements, losses on extinguishments of debt, and other miscellaneous income and expenses.
Previous wording
Income tax (benefit) provision: Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions.
Current wording
Income tax provision: Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions.
Previous wording
Comparison of results for the three months ended March 31, 2026 and 2025
Current wording
Comparison of results for the three and six months ended June 30, 2026 and 2025
Previous wording
Advertising revenue decreased by $4.2 million, or 20%, for the three months ended March 31, 2026, driven by a $2.8 million decrease in programmatic advertising revenue and a $1.4 million decline in direct sold advertising products. For the three months ended March 31, 2026 and 2025, programmatic advertising revenue was $14.0 million and $16.9 million, respectively, and direct sold advertising revenue was $3.1 million and $4.5 million, respectively. The decline in programmatic advertising reflects traffic headwinds, which offset improved pricing and monetization efficiency, and the decline in direct sold advertising reflects reduced advertiser demand and broader macroeconomic headwinds. We expect advertising revenue to decline in the short-term for these reasons.
Current wording
Advertising revenue decreased by $5.3 million, or 23%, for the three months ended June 30, 2026, driven by a $3.9 million decline in programmatic advertising revenue and a $1.4 million decline in direct sold advertising products. For the three months ended June 30, 2026 and 2025, programmatic advertising revenue was $13.5 million and $17.4 million, respectively, and direct sold advertising revenue was $3.8 million and $5.2 million, respectively. The decline in programmatic advertising reflects traffic headwinds, which offset improved pricing and monetization efficiency, and the decline in direct sold advertising reflects reduced advertiser demand and broader macroeconomic headwinds. We expect advertising revenue to decline in the short-term for these reasons.
Previous wording
Content revenue increased by $3.1 million, or 69%, for the three months ended March 31, 2026, driven by a $1.6 million increase in studio revenue and a $1.5 million increase in direct sold content revenue. For the three months ended March 31, 2026 and 2025, studio revenue was $3.1 million and $1.5 million, respectively, and direct sold content revenue was $4.4 million and $2.9 million, respectively. The increase in studio revenue was largely driven by the timing of revenue recognition with respect to delivery and release of a feature film and an increase in revenue from micro-dramas, partially offset by a decline in revenue associated with other non-recurring studio projects. The increase in direct sold content revenue was primarily driven by a bespoke direct sold content campaign that began in 2026, with no comparable revenue in the year-ago period.
Current wording
Content revenue decreased by $0.7 million, or 7%, for the three months ended June 30, 2026, driven by a $1.3 million decline in direct sold content revenue, partially offset by a $0.6 million increase in studio revenue. For the three months ended June 30, 2026 and 2025, direct sold content revenue was $3.5 million and $4.8 million, respectively, and studio revenue was $6.5 million and $5.9 million, respectively. The decline in direct sold content revenue was primarily driven by a decrease in the number of branded content customers and reduced advertiser demand. The increase in studio revenue was largely driven by the timing of revenue recognition with respect to delivery and release of feature films.
Previous wording
Commerce and other decreased by $3.3 million, or 32%, for the three months ended March 31, 2026, driven by a $3.0 million decrease in affiliate commerce revenue and a $0.3 million decline in other revenue. For the three months ended March 31, 2026 and 2025, affiliate commerce revenue was $6.8 million and $9.8 million, respectively, and other revenue, such as product licensing, was $0.1 million and $0.4 million, respectively. The decline in affiliate commerce revenue reflects an intentional reduction in marketing spend as we manage liquidity. We expect affiliate commerce revenue to decline in the short-term for these reasons.
Current wording
Commerce and other decreased by $4.1 million, or 31%, for the three months ended June 30, 2026, driven by a $4.0 million decline in affiliate commerce revenue and a $0.1 million decline in other revenue. For the three months ended June 30, 2026 and 2025, affiliate commerce revenue was $8.8 million and $12.8 million, respectively, and other revenue, such as product licensing, was $0.2 million and $0.3 million, respectively. The decline in affiliate commerce revenue reflects an intentional reduction in marketing spend as we manage liquidity, coupled with traffic headwinds. We expect affiliate commerce revenue to decline in the short-term for these reasons.
Previous wording
Sales and marketing expenses decreased by $0.8 million, or 19%, for the three months ended March 31, 2026, driven by a $0.9 million decrease in compensation and related expenses reflecting our previous cost savings actions, partially offset by a $0.2 million increase in consulting and other expenses.
Current wording
Sales and marketing expenses decreased by $1.5 million, or 35%, for the three months ended June 30, 2026, driven by a $1.1 million decrease in compensation and related expenses reflecting our previous cost savings actions and a $0.3 million decrease in software and research expenses.
Previous wording
General and administrative expenses decreased by $1.2 million, or 8%, for the three months ended March 31, 2026, driven by a $0.6 million decrease in compensation expense reflecting our previous cost savings actions and attrition, a $0.4 million decrease in professional fees, and a $0.3 million decrease in insurance expense.
Current wording
General and administrative expenses increased by $3.1 million, or 29%, for the three months ended June 30, 2026, driven by a $2.5 million increase in software expense (during the second quarter of 2025, we reversed a $2.4 million accrual that we determined we were no longer liable for) and a $1.9 million decrease in sublease income as all of our subleases have now expired. These were partially offset by a $1.0 million decrease in compensation expense reflecting our previous cost savings actions and attrition and a $0.3 million decrease in professional fees.
Previous wording
For the three months ended March 31, 2026, depreciation and amortization expenses decreased by $0.9 million, or 19%, primarily driven by less depreciation associated with certain leasehold improvements which were fully depreciated during 2025.
Current wording
For the six months ended June 30, 2026, depreciation and amortization expenses decreased by $0.3 million, or 4%.
Previous wording
We recorded other expense, net of$0.3 million for the three months ended March 31, 2026, compared to other income, net of $1.3 million for the three months ended March 31, 2025. The change of $1.6 million was primarily driven by a $1.5 million change in exchange (loss) gain, primarily unrealized ($0.8 million loss recorded during the current year compared to a $0.7 million gain recorded during the prior year).
Current wording
We recorded other income, net of $0.2 million for the three months ended June 30, 2026, compared to other expense, net of $5.1 million for the three months ended June 30, 2025. The change of $5.3 million was primarily driven by a comparison against a $5.5 million loss on extinguishment of debt recorded during the three months ended June 30, 2025.
Previous wording
For the three months ended March 31, 2026, we recorded a gain related to the change in fair value of warrant liabilities of $0.1 million compared to a gain of $1.2 million for the three months ended March 31, 2025.
Current wording
For the three months ended June 30, 2026, we recorded a loss related to the change in fair value of warrant liabilities of $0.1 million compared to a loss of $0.3 million for the three months ended June 30, 2025.
Previous wording
For the three months ended March 31, 2026 and 2025, the Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily due to limited tax benefits provided for against its current year pre-tax operating loss, as the Company maintains a full valuation allowance against its U.S. deferred tax assets that are not realizable on a more-likely-than-not basis, and the results of foreign operations.
Current wording
For the three and six months ended June 30, 2026 and 2025, the Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily due to limited tax benefits provided for against its current year pre-tax operating loss, as the Company maintains a full valuation allowance against its U.S. deferred tax assets that are not realizable on a more-likely-than-not basis.
Previous wording
Adjusted EBITDA is a non-GAAP financial measure, and represents a key metric used by management and our board of directors to measure the operational strength and performance of our business, to establish budgets, and to develop operational goals for managing our business. We define Adjusted EBITDA as net loss, excluding the impact of net (loss) income attributable to noncontrolling interests, income tax (benefit) provision, interest expense, net, other expense (income), net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, restructuring costs, amortization of capitalized interest for content, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.
Current wording
Adjusted EBITDA is a non-GAAP financial measure, and represents a key metric used by management and our board of directors to measure the operational strength and performance of our business, to establish budgets, and to develop operational goals for managing our business. We define Adjusted EBITDA as net loss, excluding the impact of net income (loss) attributable to noncontrolling interests, income tax provision, interest expense, net, other (income) expense, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, restructuring costs, amortization of capitalized interest for content, loss on early termination of lease, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.
Previous wording
(1)Refer to elsewhere above in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein for a discussion of the distinct restructuring activities during the three months ended March 31, 2025. We exclude restructuring expenses from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparisons to our past operating performance.
Current wording
(1)Refer to elsewhere above in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein for a discussion of the distinct restructuring activities during the six months ended June 30, 2025. We exclude restructuring expenses from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparison to our past operating performance.
Previous wording
These conditions and events raise substantial doubt about our ability to continue as a going concern.
Current wording
We previously disclosed conditions that raised substantial doubt about our ability to continue as a going concern, which included, but were not limited to, uncertainties surrounding our ability to repay certain indebtedness then-outstanding under the Credit Agreement (as defined within Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q), and compliance with Nasdaq's minimum bid price listing requirements (as disclosed within Note 9 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q). As disclosed within Notes 8, 9, and 14 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, we repaid $20.0 million of indebtedness under the Credit Agreement in the second quarter of 2026, utilizing proceeds from the First Stock Purchase Agreement and from the release of cash collateral from the termination of certain standby letters of credit, and we also regained compliance with Nasdaq listing requirements. As a result of these debt repayments, compliance with Nasdaq listing requirements, and due to expected cash flows from operations over the next 12 months, the substantial doubt about our ability to continue as a going concern has been resolved as of the date of issuance of these condensed consolidated financial statements (the “issuance date”).
Previous wording
In addition, we can provide no assurance that we will generate sufficient cash inflows from operations, that we will be successful in obtaining such new financing, or that we will be able to optimize our condensed consolidated balance sheet in a manner necessary to fund our obligations as they become due over the next 12 months beyond the issuance date. Additionally, we may implement incremental cost savings actions and pursue additional sources of outside capital to supplement our funding obligations as they become due, which includes additional offerings of our Class A common stock under the at-the-market offering (refer to Note 9 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details). However, as of the issuance date, no additional sources of outside capital have been secured or were deemed probable of being secured, other than our at-the-market offering, which is subject to the conditions contained in the At-The-Market Offering agreement dated June 20, 2023 with Craig-Hallum Capital Group LLC, and the Share Purchase Agreement with Allen Family Digital, LLC, as discussed further in Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q. We can provide no assurance that we will successfully generate sufficient liquidity to fund our operations for the next 12 months beyond the issuance date, or if necessary, secure additional outside capital (including through our at-the-market offering) or implement incremental cost savings.
Current wording
Additionally, we may implement incremental cost savings actions and pursue additional sources of outside capital to supplement our funding obligations as they become due, which includes additional offerings of our Class A common stock under the at-the-market offering (refer to Note 9 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details), or other issuances of Class A common stock or other securities convertible into or exercisable or exchangeable for our Class A common stock. However, as of the issuance date, no additional sources of outside capital have been secured or were deemed probable of being secured, other than our at-the-market-offering, which is subject to the conditions contained in the At-The-Market Offering Agreement dated June 20, 2023 with Craig-Hallum Capital Group LLC.
Previous wording
Moreover, on an ongoing basis, we are evaluating strategic changes to our operations, including asset divestitures, restructuring, or the discontinuance of unprofitable lines of business. Any such transaction could be material to our business, financial condition, and results of operations. The nature and timing of any such changes depend on a variety of factors, including, as of the applicable time, our available cash, liquidity, and operating performance; our commitments and obligations; our capital requirements; limitations imposed under our credit arrangements; and overall market conditions. As of the issuance date, we continue to work on optimizing our condensed consolidated balance sheet and evaluate our assets.
Current wording
Moreover, on an ongoing basis, we are evaluating strategic changes to our operations, including asset divestitures, restructurings (including the recently announced reduction in workforce plan; refer to Notes 12 and 19 included elsewhere within this Quarterly Report on Form 10-Q for additional details), or the discontinuance of unprofitable lines of business. Any such transaction could be material to our business, financial condition, and results of operations. The nature and timing of any such changes depend on a variety of factors, including, as of the applicable time: our available cash, liquidity, and operating performance; our commitments and obligations; our capital requirements; limitations imposed under our credit arrangements; and overall market conditions.
Previous wording
During the second quarter of 2024, we entered into an agreement with a financial institution for standby letters of credit in the amount of $15.5 million, which were issued during the second quarter of 2024 in favor of certain of our landlords, and remain outstanding as of March 31, 2026. Additionally, during the first quarter of 2025, we entered into an agreement with a financial institution for a standby letter of credit in the amount of approximately $2.9 million, which was issued in the first quarter of 2025 in favor of the landlord for our corporate headquarters and remains outstanding as of March 31, 2026. Refer to Note 13 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details regarding our corporate headquarters.
Current wording
During the second quarter of 2024, we entered into an agreement with a financial institution for standby letters of credit in the amount of $15.5 million, which were issued during the second quarter of 2024 in favor of certain of our landlords. Additionally, during the first quarter of 2025, we entered into an agreement with a financial institution for a standby letter of credit in the amount of approximately $2.9 million, which was issued in the first quarter of 2025 in favor of the landlord for our corporate headquarters.
Previous wording
On May 23, 2025 (the “Closing Date”), we entered into a credit agreement (the “Credit Agreement”) with a financial institution that provides for, among other things, an asset-backed term loan (i.e., the Term Loan), with a commitment amount of the greater $40.0 million and a borrowing base calculated as a percentage of the face amount of certain eligible receivables, plus an overadvance amount of up to $25.0 million from August 25, 2025 through April 30, 2026 (as discussed below), $20.0 million through August 31, 2026, and thereafter $10.0 million until the second anniversary of the Closing Date, and $5.0 million thereafter. We borrowed $40.0 million on the Closing Date. The Term Loan matures on May 23, 2028, and bears interest at the rate of Secured Overnight Financing Rate (“SOFR”), plus 6.5% per annum, subject to a SOFR floor of 3.5%. We are required to repay $15.0 million of the Term Loan on August 31, 2026, upon the contractual expiration of certain of our outstanding standby letters of credit. The Term Loan is guaranteed by certain of the our domestic and Canadian subsidiaries. The Term Loan’s lender has a first lien on substantially all of our assets and the Guarantors (as defined in the Credit Agreement). Pursuant to the Credit Agreement, we must maintain minimum liquidity of $5.0 million ($3.5 million through April 30, 2026, as described below). No other financial maintenance covenants are applicable, and we were in compliance with the aforementioned covenant as of March 31, 2026.
Current wording
On May 23, 2025 (the “Closing Date”), we entered into a credit agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with a financial institution that provides for, among other things, an asset-backed term loan (i.e., the Term Loan), with a commitment amount of the greater $40.0 million and a borrowing base calculated as a percentage of the face amount of certain eligible receivables, plus an overadvance amount of up to $25.0 million from August 25, 2025 through April 30, 2026 (as discussed below), $20.0 million through (i) the earlier of the date the Company received control over the funds collateralizing certain existing letters of credit or (ii) August 31, 2026, and thereafter $10.0 million until the second anniversary of the Closing Date, and $5.0 million thereafter. We borrowed $40.0 million on the Closing Date. The Term Loan matures on May 23, 2028, and bears interest at the rate of Secured Overnight Financing Rate (“SOFR”), plus 6.5% per annum, subject to a SOFR floor of 3.5%.
Previous wording
On August 25, 2025, we entered into the Amendment No. 2 to Credit Agreement (the “Second Amended Credit Agreement,” as amended, supplemented, or otherwise modified from time to time prior to the Second Amended Credit Agreement, the “Credit Agreement”), which provided for an incremental loan commitment of $5.0 million, which was required to be repaid in full on February 20, 2026. We borrowed the incremental $5.0 million on August 25, 2025.
Current wording
On August 25, 2025, we entered into the Amendment No. 2 to Credit Agreement (the “Second Amended Credit Agreement”), which provided for an incremental loan commitment of $5.0 million, which was required to be repaid in full on February 20, 2026. We borrowed the incremental $5.0 million on August 25, 2025.
Previous wording
The Second Amended Credit Agreement also provides for a permitted overadvance of $25.0 million from August 25, 2025, through February 20, 2026 (the Third Amended Credit Agreement extended the $25.0 million overadvance through April 30, 2026, as discussed below).
Current wording
The Second Amended Credit Agreement also provided for a permitted overadvance of $25.0 million from August 25, 2025, through February 20, 2026 (the Third Amended Credit Agreement extended the $25.0 million overadvance through April 30, 2026, as discussed below).
Previous wording
On March 11, 2026, we entered into Amendment No. 3 to Credit Agreement (the “Third Amended Credit Agreement,” as amended, supplemented, or otherwise modified from time to time prior to the Third Amended Credit Agreement, the “Credit Agreement”), which provided for an extension of the $5.0 million due date to April 30, 2026, and during the period from, and including March 6, 2026 to and including the date the $5.0 million is repaid, an incremental 2.0% rate of interest will apply (above the rate otherwise applicable under the Credit Agreement). Additionally, the minimum liquidity covenant of $5.0 million was reduced to $3.5 million at all times on or prior to April 30, 2026, and then it reverts back to $5.0 million at all times thereafter. The Third Amended Credit Agreement incurred a non-refundable amendment fee of approximately $0.2 million, which was paid in March 2026. Additionally, the Third Amended Credit Agreement established four operational milestones, three of which were required to be achieved by March 31, 2026 and the remaining milestone by April 30, 2026, each subject to a penalty of approximately $0.2 million if not satisfied by the specified deadline. One operational milestone was not achieved as of March 31, 2026, and therefore we were required to remit $0.2 million to the Lender (paid in April 2026). As a result of this modification, we determined the modified terms were not substantially different from the original debt terms and applied modification accounting, utilizing the original cash flows in the cash flow test since the debt was modified more than once in one year.
Current wording
On March 11, 2026, we entered into Amendment No. 3 to Credit Agreement (the “Third Amended Credit Agreement”), which provided for an extension of the $5.0 million due date to April 30, 2026, and during the period from, and including March 6, 2026 to and including the date the $5.0 million is repaid, an incremental 2.0% rate of interest applied (above the rate otherwise applicable under the Credit Agreement). Additionally, the minimum liquidity covenant of $5.0 million was reduced to $3.5 million at all times on or prior to April 30, 2026, and then it reverted back to $5.0 million at all times thereafter. The Third Amended Credit Agreement incurred a non-refundable amendment fee of approximately $0.2 million, which was paid in March 2026. Additionally, the Third Amended Credit Agreement established four operational milestones, three of which were required to be achieved by March 31, 2026 and the remaining milestone by April 30, 2026, each subject to a penalty of approximately $0.2 million if not satisfied by the specified deadline. One operational milestone was not achieved as of March 31, 2026, and therefore we were required to remit $0.2 million to the Lender (paid in April 2026). The final operational milestone dated April 30, 2026 was not met, and therefore we were required to remit $0.2 million to the Lender (paid in May 2026).
Previous wording
$45.0 million aggregate principal amount of indebtedness associated with the Term Loan remains outstanding as of March 31, 2026.
Current wording
$25.0 million aggregate principal amount of indebtedness associated with the Term Loan remains outstanding as of June 30, 2026.
Previous wording
On June 26, 2025, BuzzFeed Studios Canada, Inc., an indirectly held subsidiary of ours, acquired a majority stock interest in Girls Like Girls Film Inc. Upon acquisition, Girls Like Girls Film Inc. had debt of approximately $4.8 million (CAD $6.6 million), of which $4.0 million was required to be repaid with proceeds from a contract with a third party for distribution rights for a feature film, and the remaining $0.8 million was due when Girls Like Girls Film Inc. received expected production tax credits. $3.6 million was repaid in September 2025 and $1.0 million was repaid in December 2025, resulting in a remaining balance of approximately $0.2 million as of December 31, 2025. The remaining balance was paid in February 2026, and this debt facility is now closed. Refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.
Current wording
On June 26, 2025, BuzzFeed Studios Canada, Inc., an indirectly held subsidiary of ours, acquired a majority stock interest in Girls Like Girls Film Inc. Upon acquisition, Girls Like Girls Film Inc. had debt of approximately $4.8 million (CAD $6.6 million), of which $4.0 million was required to be repaid with proceeds from a contract with a third party for distribution rights for a feature film, and the remaining $0.8 million was due when Girls Like Girls Film Inc. received expected production tax credits. $3.6 million was repaid in September 2025 and $1.0 million was repaid in December 2025, resulting in a remaining balance of approximately $0.2 million as of December 31, 2025. The remaining balance was paid in February 2026, and this debt facility is closed. Refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.
Previous wording
As of March 31, 2026, the carrying value (which approximates the principal amount) of short-term debt and long-term debt associated with film financing arrangements totaled $11.1 million and $4.3 million, respectively. As of December 31, 2025, the carrying value / principal amount of short-term debt and long-term debt associated with film financing arrangements totaled $11.1 million and $3.9 million, respectively. Refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.
Current wording
As of June 30, 2026, the carrying value (which approximates the principal amount) of short-term debt and long-term debt associated with film financing arrangements totaled $8.2 million and $3.7 million, respectively. As of December 31, 2025, the carrying value / principal amount of short-term debt and long-term debt associated with film financing arrangements totaled $11.1 million and $3.9 million, respectively. Refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.
Previous wording
Cash flows provided by (used in) operating, investing, and financing activities were as follows for the periods presented:
Current wording
Cash flows (used in) provided by operating, investing, and financing activities were as follows for the periods presented:
Previous wording
On March 21, 2023, we filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) under which we may, from time to time, sell securities in one or more offerings having an aggregate offering price of up to $150.0 million. The Shelf Registration Statement was declared effective as of April 5, 2023. On June 20, 2023, we entered into an At-The-Market Offering Agreement with Craig-Hallum Capital Group LLC pursuant to which we were able to sell up to 3,316,503 shares of our Class A common stock. In July 2024, we increased the size of the offering available under the At-The-Market-Offering Agreement to $150.0 million. As of March 31, 2026, we sold, in the aggregate, 1,153,345 shares of our Class A common stock, at an average price of $2.52 per share, for aggregate net proceeds of $2.8 million after deducting commissions and offering expenses. We used the aggregate net proceeds for general corporate purposes. There were no proceeds raised related to this offering during the three months ended March 31, 2026, and there were $nil proceeds raised related to this offering during the three months ended March 31, 2025.
Current wording
On March 21, 2023, we filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) under which we may, from time to time, sell securities in one or more offerings having an aggregate offering price of up to $150.0 million. The Shelf Registration Statement was declared effective as of April 5, 2023. On June 20, 2023, we entered into an At-The-Market Offering Agreement with Craig-Hallum Capital Group LLC pursuant to which we were able to sell up to 3,316,503 shares of our Class A common stock. In July 2024, we increased the size of the offering available under the At-The-Market-Offering Agreement to $150.0 million. As of June 30, 2026, we sold, in the aggregate, 1,153,345 shares of our Class A common stock, at an average price of $2.52 per share, for aggregate net proceeds of $2.8 million after deducting commissions and offering expenses. We used the aggregate net proceeds for general corporate purposes. There were no proceeds raised related to this offering during the three and six months ended June 30, 2026, and there were $nil proceeds raised related to this offering during the three and six months ended June 30, 2025.
Previous wording
For the three months ended March 31, 2026, cash provided by operating activities was $2.7 million compared $1.3 million for the three months ended March 31, 2025. The change was primarily driven by a $7.4 million increase in the change in accounts payable, a $2.2 million increase in the change in accounts receivable, a $1.2 million increase in the change in prepaid expenses and other current assets and prepaid expenses and other assets, a $0.8 million increase in the change in lease liabilities, a $0.3 million increase in the change in accrued compensation, and a $0.2 million increase in the change in film costs. These were partially offset by a $5.8 million decrease in the change in accrued expenses, other current liabilities, and other liabilities, a $2.6 million decrease in the change deferred revenue, and a $2.4 million reduction in net loss, adjusted for non-cash items.
Current wording
For the six months ended June 30, 2026, cash used in operating activities was $5.3 million compared to cash used in operating activities of $8.8 million for the six months ended June 30, 2025. The change was primarily driven by a $4.1 million increase in the change in accrued expenses, other current liabilities, and other liabilities, a $3.0 million increase in the change in accounts payable, a $2.7 million increase in the change in accounts receivable, a $2.6 million increase in the change in lease liabilities, a $0.7 million increase in the change in film costs, a $0.2 million increase in the change in prepaid expenses and other current assets and prepaid expenses and other assets, and a $0.2 million increase in the change in deferred revenue. These were partially offset by a $9.7 million change in net loss, adjusted for non-cash items and a $0.3 million decrease in the change in accrued compensation.
Previous wording
For the three months ended March 31, 2026, cash used in investing activities was $4.1 million, which consisted of $4.0 million of capital expenditures on internal-use software and $0.2 million of other capital expenditures, partially offset by $0.1 million of proceeds received from the sale of an asset.
Current wording
For the six months ended June 30, 2026, cash used in investing activities was $7.1 million, which consisted of $6.9 million of capital expenditures on internal-use software and $0.3 million of other capital expenditures, partially offset by $0.1 million of proceeds received from the sale of an asset.
Previous wording
For the three months ended March 31, 2025, cash used in investing activities was $3.4 million, which consisted of $3.1 million of capital expenditures on internal-use software and $0.4 million of other capital expenditures, partially offset by $0.3 million in proceeds received from the previous sale of an asset.
Current wording
For the six months ended June 30, 2025, cash used in investing activities was $7.1 million, which consisted of $6.3 million of capital expenditures on internal-use software and $0.8 million of other capital expenditures, partially offset by $0.3 million in proceeds received from the previous sale of an asset.
Previous wording
For the three months ended March 31, 2026, cash used in financing activities was $0.2 million, which consisted of $0.3 million in payments of debt issuance / modification costs associated with the Term Loan and$0.2 million in repayments of film financing facilities. These were partially offset by $0.4 million in borrowings from film financing arrangements.
Current wording
For the six months ended June 30, 2025, cash provided by financing activities was $6.4 million, which consisted of $39.2 million in borrowings under the Term Loan, $2.4 million in borrowings from film financing arrangements, and $1.2 million in proceeds from co-financing arrangements for feature films. These were partially offset by $30.0 million in repayments on the Notes, a$3.3 million repurchase of common stock, $2.1 million in consent solicitation fee payments, and $0.7 million in payments of debt issuance costs associated with the Term Loan.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Commerce and other decreased by $7.4 million, or 32%, for the six months ended June 30, 2026, driven by a $7.1 million decline in affiliate commerce revenue and a $0.3 million decline in other revenue. For the six months ended June 30, 2026 and 2025, affiliate commerce revenue was $15.6 million and $22.7 million, respectively, and other revenue was $0.3 million and $0.6 million, respectively.
Current report — wording carried from elsewhere
(3)Reflects the loss on the early termination of a lease related to our office space in London, England. We exclude losses associated with early terminations of leases from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparison to our past operating performance. Refer to Note 13 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.
Current report — wording carried from elsewhere
The Term Loan is guaranteed by certain of our domestic and Canadian subsidiaries. The Term Loan’s lender has a first lien on substantially all of our assets and the Guarantors (as defined in the Credit Agreement). Pursuant to the Credit Agreement, we must maintain minimum liquidity of $5.0 million ($3.5 million through April 30, 2026, as discussed below). No other financial maintenance covenants are applicable, and we were in compliance with the aforementioned covenant as of June 30, 2026.
Current report — wording carried from elsewhere
As a result of these modifications, we determined the modified terms were not substantially different from the original debt terms and applied modification accounting, utilizing the original cash flows in the cash flow test since the debt was modified more than once in one year.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Additionally, the final operational milestone dated April 30, 2026 was not met, and therefore we were required to remit $0.2 million to the Lender (paid in May 2026).