BuzzFeed, Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
View on SEC.govAbout this filing
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$0.55+5.8%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001828972-26-000056
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001828972-26-000138
Item 1A. Risk FactorsThe 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 45 previous paragraphs and 41 current paragraphs.
11 unchanged; 22 reworded; 7 added; 12 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (7)
Current report
We previously reorganized our studio (including vertical micro-dramas, animation, digital video, and feature films) and Tasty business units into a separate legal entity, “BuzzFeed Studios, Inc.” Implementing and maintaining this structure involves ongoing legal, tax, and administrative expenses, and requires substantial management time and resources that may divert focus from other opportunities. Further, while BuzzFeed Studios, Inc. currently remains under our corporate umbrella, there can be no assurance that we will not determine to divest, sell, license, or enter into a strategic transaction with a third party regarding BuzzFeed Studios, Inc. or its underlying assets in the future, on favorable terms, or at all.
Current report
If the costs, management distraction, or potential future transactions associated with maintaining BuzzFeed Studios, Inc. under a separate legal structure fail to deliver anticipated strategic or operational benefits, our overall business, financial condition, and consolidated operating results could be adversely affected.
Current report
We may not realize the expected financial and operational benefits of our recently announced restructuring plan, and its implementation may negatively impact our business.
Current report
On July 22, 2026, our board of directors approved a reduction in workforce plan to reduce operating expenses by implementing an approximately 35% reduction in the current workforce and dedicated contractors across various geographies and functions. The reduction in workforce plan is intended to advance our path towards profitability and positive cash flow generation by streamlining our organizational structure, optimizing operating expenses, and preserving cash. There can be no assurance that our business will be more efficient or effective than prior to implementation of the plan. In addition, we cannot guarantee that this restructuring will achieve the desired and anticipated benefits within our desired and expected timeframe, and our expectations are subject to many estimates and assumptions, and the actual savings and costs, and the timing for those savings and costs, may vary materially based on factors such as local labor regulations, collective bargaining agreement requirements, negotiations with third parties, and operational requirements. These estimates and assumptions are also subject to significant economic, competitive and other uncertainties, some of which are beyond our control. The implementation of this restructuring plan may also be costly and disruptive to our business or have other negative consequences, such as litigation, attrition beyond our planned reduction in workforce, negative impacts on employee morale and productivity, or on our ability to attract and retain highly skilled employees. Any of these consequences could negatively impact our business.
Current report
The transition of our former CEO to a role focused on AI initiatives involves leadership transition and technology risks.
Current report
Jonah Peretti, our former CEO, has transitioned to the role of President of BuzzFeed AI, where he focuses on leading the research and development of new AI-driven tools, products, and content generation technologies. The transition of a long-term CEO from corporate leadership to a specialized technology development role presents inherent risks regarding executive team alignment, corporate culture, and management focus. Furthermore, the R&D and commercial deployment of generative AI technologies in digital media involve substantial uncertainties, including rapid technological change, evolving regulatory frameworks, potential intellectual property and brand safety issues, and the risk that newly developed
Current report
AI products may not achieve commercial adoption or yield expected technical capabilities. If our AI development efforts do not perform as anticipated or fail to gain market traction, our business, financial condition, and consolidated operating results could be adversely affected.
Removed paragraphs (12)
Previous report
Failure to complete the Transaction within the expected timeframe, or at all, could require us to seek alternative sources of liquidity, which could adversely affect our business.
Previous report
The closing of the Transaction may not occur on the expected timeline or at all. While it is currently anticipated that the Transaction will be consummated 10 days after our shareholders are notified of the Transaction in accordance with Nasdaq requirements (which is expected to occur before the end of May 2026), we cannot assure you that the Transaction will be consummated on a timely basis or at all, and unforeseen events or circumstances could arise which impact our ability to consummate the Transaction.
Previous report
If the Transaction does not close within the anticipated timeframe, we may be required to seek alternative sources of liquidity to fund our operations. Such financing may not be available on favorable terms, or at all. Any inability to secure additional capital when needed could have a material adverse effect on our financial condition, results of operations, and our ability to execute our business strategy.
Previous report
On May 11, 2026, we announced a strategic plan to separate its studio (including vertical micro-dramas, animation, digital video, and premium studio including feature films) and Tasty business units into a standalone, independent entity, BuzzFeed Studios, Inc., to attract new investors. This process is in its preliminary stages, and our Board of Directors has not yet formally approved a definitive plan. This process is in its preliminary stages, and our Board of Directors has not yet formally approved a definitive plan. There can be no assurance as to the specific structure of this potential reorganization, the timing of its implementation, or whether this evaluation will result in a sale, a strategic partnership, or any other transaction. The process of exploring such a separation requires significant management time and resources, which may divert attention from our core digital media operations. If we are unable to successfully execute this transition, we may fail to realize the anticipated benefits of increased operational focus or a more streamlined corporate structure.
Previous report
Our ongoing restructuring initiatives are in the early stages, and we may be unable to accurately estimate their costs or achieve the anticipated savings.
Previous report
We are in the process of developing and implementing significant cost-reduction measures, including workforce reductions, real estate consolidation, and increased automation. Because these initiatives are in the early stages of planning, we cannot currently estimate the range of restructuring charges we will incur or the timing of such expenditures. These changes may result in unintended consequences, such as diminished employee morale, the loss of key personnel, or disruptions to our content production and AI-integration efforts. If our restructuring efforts are not successful or if the actual costs of implementation significantly exceed our internal projections, our results of operations and ability to reach a sustainable liquidity profile will be negatively impacted.
Previous report
The business strategy and direction of the Company may shift following the consummation of the Transaction pursuant to the Stock Purchase Agreement, and pursuant to any potential transaction involving BuzzFeed Studios, Inc.
Previous report
Subsequent to the consummation of the Transaction with Allen Family Digital, LLC, Jonah Peretti, our current CEO, will transition to a new role as President of BuzzFeed AI. In this capacity, Mr. Peretti will focus on the development of new AI-driven products and content formats intended to enhance social connection and creative expression. While this shift allows for dedicated innovation in emerging technologies, the transition of a long-term CEO to a specialized role may result in changes to our broader management priorities and corporate culture.
Previous report
As part of this transformation, we are also evaluating the potential separation of BuzzFeed Studios, Inc., which encompasses our high-touch video production (including feature films and micro-dramas) and legacy lifestyle brands like Tasty. This strategy is designed to streamline the Company’s operational focus, but it creates several risks:
Previous report
•Shift in Operational Identity: By divesting the Studios business, the Company will look and operate differently than it has in the past. While our core publishing business and editorial teams will continue to produce content, the loss of our signature "legacy" video infrastructure may alter our brand’s cultural authority and how our audience perceives our creative capabilities.
Previous report
•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.
Previous report
•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.
Reworded paragraphs (22)
Previous wording
Uncertainties associated with the Stock Purchase Agreement with Allen Family Digital, LLC could adversely affect our business, results of operations, financial condition, and stock price, among other things.
Current wording
Uncertainties associated with the First Stock Purchase Agreement with Allen Family Digital, LLC could adversely affect our business, results of operations, financial condition, and stock price, among other things.
Previous wording
On May 11, 2026, we announced our entry into a Stock Purchase Agreement (the “Agreement”) with Allen Family Digital, LLC (the “Investor”), pursuant to which we agreed to sell to the Investor, and the Investor agreed to purchase from us, 40,000,000 shares of our Class A common stock, par value $0.0001 per share (the “Transaction”). The aggregate consideration of $3.00 per share payable by the Investor is comprised of (i) $20.0 million in cash to be paid to the Company at the closing of the Transaction, and (ii) a five-year secured promissory note in the principal amount of $100.0 million (the “Promissory Note”) to be issued to the Company at the closing of the Transaction. Refer to Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.
Current wording
On May 11, 2026, we announced our entry into the First Stock Purchase 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 was comprised of (i) $20.0 million in cash paid to the Company at 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%. Refer to Note 9 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.
Previous wording
Uncertainties associated with the announcement of the Transaction could have adverse effects on our business, results of operations, financial condition, and stock price. These risks include, but are not limited to:
Current wording
Uncertainties associated with 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:
Previous wording
•a diversion of a significant amount of management time and resources towards completion of the Transaction;
Current wording
•a diversion of a significant amount of management time and resources due to the Transaction;
Previous wording
•significant or unexpected costs, charges, or expenses resulting from the proposed Transaction; and
Current wording
•significant or unexpected costs, charges, or expenses resulting from the Transaction; and
Previous wording
•potential litigation relating to the Transaction that could prevent or delay the Transaction, require the Company to spend resources, or otherwise negatively impact the Company’s business.
Current wording
•potential litigation relating to the Transaction that could require the Company to spend resources, or otherwise negatively impact the Company’s business.
Previous wording
Lawsuits may be filed against us, our officers, and our Board of Directors with respect to the Transaction, including our reliance on an exception granted by Nasdaq on Nasdaq’s shareholder approval and voting rights requirements, which could delay or impact the Transaction, or following the closing of the Transaction, adversely affect our business and operations.
Current wording
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 adversely affect our business and operations.
Previous wording
Lawsuits, claims and other legal proceedings have been filed against us in the past and additional lawsuits, claims or proceedings may be filed against us in the future, including lawsuits, claims or proceedings against the Company, its officers and / or members of our Board of Directors with respect to the Transaction and / or our reliance on an exception to Nasdaq’s shareholder approval requirements. In particular, on May 11, 2026, Nasdaq approved an exception to Listing Rule 5635 (Shareholder Approval) and Listing Rule 5640 (Voting Rights) in connection with the issuance and sale of the Shares. Our reliance on this exception, and the resulting issuance of shares of additional Class A common stock without a prior stockholder vote, may increase the likelihood of stockholder lawsuits, claims, or other legal proceedings. Any such litigation could delay or impact the Transaction and / or adversely affect our business, results of operations, and / or financial condition.
Current wording
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 adversely affect our business, results of operations, and / or financial condition.
Previous wording
The outcome of any such lawsuits, claims or other legal proceedings is inherently uncertain. We may not be successful in defending against future lawsuits, claims, or other legal proceedings and, whether successful or not, we may incur significant costs in defending against such litigation. The filing or commencement of such lawsuits, claims or other legal proceedings could result in the issuance of an injunction preventing the Transaction from closing and / or the award of monetary or equitable relief, divert the attention of management from day-to-day operations, and otherwise materially and adversely affect our business, results of operations, and financial condition.
Current wording
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 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.
Previous wording
The transition of our Chief Executive Officer and the shift in Board and stockholder control may lead to strategic shifts and potential conflicts of interest.
Current wording
The transition of our former Chief Executive Officer and the shift in Board and stockholder control may lead to strategic shifts and potential conflicts of interest.
Previous wording
In connection with the Transaction, our current Chief Executive Officer (“CEO”), Jonah Peretti, will transition into a new role within the Company and Byron Allen will be appointed as the new CEO. Additionally, our Board of Directors will be expanded to nine members, with our current CEO retaining the right to appoint only one director. Furthermore, upon the closing of the Transaction, the Investor will own approximately 52% of our outstanding common stock and will have the right to appoint five out of the eight members of the Board. Following the 2026 annual meeting of the Company’s stockholders, the Investor will have the right to appoint six of the nine members of the Board.
Current wording
In connection with the Transaction, our former Chief Executive Officer (“CEO”), Jonah Peretti, transitioned into a new role within the Company (President of BuzzFeed AI) and Byron Allen was appointed as the new CEO. Additionally, our board of directors was expanded to nine members, with our former CEO retaining the right to appoint only one director. Furthermore, subsequent to the closing of the Transaction, the Investor owns more than 50% of our outstanding common stock and had the right to appoint six of the nine members of the Board.
Previous wording
•Management Transition: While our current CEO will remain with the company in a different capacity, the change in leadership may result in a shift in corporate culture or management style, which could disrupt our operations or lead to the loss of other key personnel.
Current wording
•Management Transition: While our former CEO remains 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.
Previous wording
•Concentrated Investor Control: As a 52% stockholder, the Investor will have the power to elect a majority of our Board of Directors and determine the outcome of most matters requiring stockholder approval. This concentration of ownership may delay, deter, or prevent a change in control that other stockholders might consider favorable.
Current wording
•Concentrated Investor Control: As a greater than 50% stockholder, the Investor had the power to elect a majority of our board of directors and the Investor has the power to 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.
Previous wording
•Board Composition: With our current CEO appointing only one of nine directors, legacy management will have limited influence over Board-level decisions. The Investor-controlled Board may pursue strategies or transactions that prioritize the Investor’s interests, which may differ from the interests of our other stockholders.
Current wording
•Board Composition: With our former CEO having appointed 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.
Previous wording
•“Controlled Company” Status: We may be considered a "controlled company" under the rules of the Nasdaq, which could exempt us from certain corporate governance requirements, such as the requirement to have a majority of independent directors or independent compensation and nominating committees.
Current wording
•“Controlled Company” Status: We are considered a “controlled company” under the rules of the Nasdaq, which exempts us from certain corporate governance requirements, such as the requirement to have a majority of independent directors or independent compensation and nominating committees.
Previous wording
The aggregate consideration of $3.00 per share payable by the Investor for 40,000,000 shares of Class A Common Stock is comprised of (i) $20.0 million in cash to be paid to the Company at the closing of the Transaction, and (ii) a five-year secured Promissory Note in the principal amount of $100.0 million to be issued to the Company at the closing of the Transaction. The Promissory Note bears interest at a rate of 5% per annum, with interest payable semi-annually on the last business day of each June and December. The Promissory Note matures on the fifth anniversary of the Closing Date (as defined in the Agreement) and is prepayable at any time at the Investor’s option without any prepayment penalty. The Promissory Note is secured by a first priority security interest in 33.3 million of the shares of Class A Common Stock issued to the Investor.
Current wording
The aggregate consideration was comprised of (i) $20.0 million in cash paid to the Company at 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 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 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.
Previous wording
To the Company’s knowledge, the Investor is a newly-formed entity that will not own, at the time of closing of the transaction, additional assets other than the 40,000,000 shares of Class A common stock which it is purchasing. Accordingly, there is no assurance that the Investor will have sufficient cash resources to repay the Promissory Note in five years at its maturity or to pay interest on the Promissory Note prior to maturity. If there is an event of default under the Promissory Note, the Company would be able to foreclose on the collateral securing the Promissory Note, which consists of 33.3 million of the shares of Class A Common Stock being purchased by the Investor, but there is no assurance as to the value of such collateral at the time of any foreclosure.
Current wording
To the Company’s knowledge, the Investor is a newly-formed entity that holds no assets other than the 44,000,000 shares of our Class A common stock which it purchased in connection with the Transaction and a private placement transaction. 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.
Previous wording
The consummation of the transaction pursuant to the Stock Purchase Agreement will cause substantial dilution to our stockholders.
Current wording
The consummation of the Transaction caused substantial dilution to our stockholders.
Previous wording
In accordance with the Stock Purchase Agreement with the Investor, we have agreed to issue 40,000,000 shares to the Investor at the consummation of the Transaction. As of May 5, 2026, the Company had outstanding 36,296,018 shares of Class A common stock and 1,342,709 shares of Class B common stock. Accordingly, the issuance of 40,000,000 shares to the Investor will result in substantial dilution to our shareholders. We may also issue additional shares of Class A common stock in the future in connection with equity awards or for capital raising or other purposes, which would result in additional dilution to our shareholders. This dilution could have an adverse impact on the trading price of our Class A common stock and could result in increased volatility in our stock price.
Current wording
In accordance with the Transaction, we issued 40,000,000 shares to the Investor at the Closing, which resulted 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 (such as the private placement transactions as disclosed within Note 9 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, which resulted in an incremental 4,216,999 shares issued during the second quarter of 2026). 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.
Previous wording
The trading price of our Class A common stock has been volatile in the recent period and we cannot assure you that this volatility will not continue in the future. In particular, we cannot assure you how the announcement of the Transaction with the Investor will impact the trading price of our Class A common stock, and the trading of our Class A common stock may continue to be volatile following the announcement and consummation of this Transaction. While the Company believes that the transaction with the Investor is in the best interest of the Company and its stockholders, there is no assurance that our stock price will not decline in the near or long term as a result of or following the announcement.
Current wording
Transaction, the trading price of our Class A common stock experienced significant volatility, including a substantial increase in our stock price. The trading of our Class A common stock may continue to be volatile in the future. While the Company believes that the Transaction was 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.
Previous wording
We will issue issue 40,000,000 shares of Class A common stock to the Investor upon the consummation of the Transaction. None of these shares will be registered under the Securities Act of 1933, as amended, and they will only be able to be sold pursuant to a separate registration statement or an applicable exemption from registration. However, we will be required to file a resale registration statement on an appropriate form to register the resale of these shares in the public market upon the request of the Investor. Once registered, the shares held by the Investor will be freely tradable and will not be subject to any restrictions or require further registration.
Current wording
We issued 40,000,000 shares of Class A common stock to the Investor upon the consummation of the Transaction. Additionally, we issued an incremental 4,216,999 shares pursuant to private placement transactions within the second quarter of 2026. None of these shares are currently 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 are 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.
Previous wording
The public resale by the Investor of Class A common stock received in the Transaction, or the perception in the market that such resales could occur, could have a negative effect on the trading price of the Class A common stock following consummation of the Transaction. Any such sale of our Class A common stock could also make it more difficult for us to raise capital by selling equity or equity-linked securities at a time and price that we otherwise would deem appropriate.
Current wording
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 our Class A common stock. 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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, following the announcement and consummation of the