BuzzFeed, Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 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.
Sep 30, 2026 · Filed Nov 9, 2026
BZFD$0.55+5.8%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001828972-26-000170
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 162 previous paragraphs and 170 current paragraphs.
111 unchanged; 43 reworded; 16 added; 7 removed; 1 previous and 0 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 (16)
Current report
On September 11, 2026, we entered into a fourth stock purchase agreement (the “Fourth Stock Purchase Agreement”) with the Investor, pursuant to which the Investor purchased an additional 1,700,000 newly-issued shares of our Class A common stock. The Investor paid a price of $1.06 per share, which represented the closing price of our Class A common stock on September 10, 2026 as reported by the Nasdaq Stock Market LLC. The shares were issued to the Investor on September 11, 2026, for aggregate consideration of approximately $1.8 million. Of the total consideration, the Investor paid approximately $1.7 million directly to a vendor on our behalf, and paid the remaining $0.1 million in cash.
Current report
On September 23, 2026, we entered into a fifth stock purchase agreement (the “Fifth Stock Purchase Agreement” and, together with the Second Stock Purchase Agreement, Third Stock Purchase Agreements, and Fourth Stock Purchase Agreement, the “Subsequent Stock Purchase Agreements”) with the Investor, pursuant to which the Investor purchased an additional 4,300,000 newly-issued shares of our Class A common stock. The Investor paid a price of $1.09 per share, which represented the closing price of our Class A common stock on September 22, 2026 as reported by The Nasdaq Stock Market LLC. The shares were issued to the Investor on September 23, 2026, and we received aggregate proceeds of approximately $4.7 million, which were used for general corporate purposes.
Current report
Entry into Binding Term Sheets
Current report
On November 9, 2026, we entered into a binding trademark license term sheet with LocalNow, LLC, an affiliate of the Investor. The binding trademark license term sheet provides LocalNow, LLC with a license to use certain licensed marks in the United States (as defined within the agreement) in connection with rebranding LocalNow to BuzzFeed TV and the advertising, marketing, promotion, and distribution of the same. The initial term is for a period of 12 months from November 9, 2026, and the term sheet will automatically renew upon written agreement of both parties. The binding term sheet provides an annual license fee of 20% of incremental revenue (revenue in excess of $25.0 million on an annualized basis, with revenue being defined as all gross revenue recognized by LocalNow, LLC, its affiliates, and sublicensees).
Current report
On November 9, 2026, we entered into a binding reciprocal media commitment term sheet with Allen Media, LLC, an affiliate of the Investor. The binding reciprocal media commitment term sheet provides that Allen Media, LLC will spend up to $12.0 million per year, which is an amount equal to 120% of our actual qualifying media spend (as defined in the agreement), and that we will spend up to $10.0 million per year, which is an amount equal to 83.3% of Allen Media, LLC’s qualifying media spend. The initial term is for a period of 12 months from November 9, 2026, and the term sheet will automatically renew upon written agreement of both parties.
Current report
Mr. Byron Allen Folks, the Chairman of our board of directors, and Founder, Chairman, and CEO of Allen Family Digital, LLC (i.e., the Investor) as our controlling shareholder are both related-parties and both the binding trademark license term sheet and binding reciprocal media commitment term sheet qualify as related party transactions. Mr. Folks disclosed his interest and abstained from consenting to, voting on or otherwise approving the agreements. The audit committee approved the related party transactions pursuant to our related party transaction policy. All disinterested directors in attendance at the meeting approved the agreements after determining in good faith that the terms are fair and reasonable to, and in the best interests of, the Company and its stockholders. The approval of these transactions took place on November 8, 2026.
Current report
In August 2025, we announced plans to reduce our then-current workforce by approximately 6%. The reduction in workforce plan was intended to reduce operating expenses by further aligning our cost structure to focus on areas we believed were more likely to generate the best long-term results. We incurred approximately $1.6 million of restructuring costs for the three and nine months ended September 30, 2025, comprised mainly of severance and related benefits costs, of which $1.0 million were included in cost of revenue, excluding depreciation and amortization, $0.4 million were included in sales and marketing, and $0.2 million were included in general and administrative.
Current report
Advertising revenue decreased by $16.3 million, or 25%, for the nine months ended September 30, 2026, driven by an $11.6 million decline in programmatic advertising revenue and a $4.7 million decline in direct sold advertising products.
Current report
For the nine months ended September 30, 2026 and 2025, programmatic advertising was $39.6 million and $51.2 million, respectively, and direct sold advertising was $10.2 million and $14.9 million, respectively.
Current report
Research and development expenses increased by $2.0 million, or 78%, for the three months ended September 30, 2026, driven by a $3.1 million increase in restructuring expenses, partially offset by a $1.1 million decrease in compensation expense reflecting our previous cost savings actions.
Current report
Research and development expenses increased by $1.0 million, or 12%, for the nine months ended September 30, 2026, driven by a $3.1 million increase in restructuring expenses, partially offset by a $2.2 million decrease in compensation expense reflecting our previous cost savings actions.
Current report
Other expense, net:
Current report
Interest expense, net decreased by $0.5 million, or 34%, for the three months ended September 30, 2026, driven by less corporate debt outstanding relative to the year-ago period.
Current report
Income tax provision (benefit):
Current report
As disclosed within Notes 8 and 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, as of September 30, 2026, we were not in compliance with the Credit Agreement’s borrowing base requirements. On November 3, 2026, we obtained a waiver for the Credit Agreement to waive any events of default that may have arisen directly from the borrowing base requirements.
Current report
As of September 30, 2026, we were not in compliance with the Credit Agreement’s borrowing base requirements. On November 3, 2026, we obtained a waiver for the Credit Agreement to waive any events of default that may have arisen directly from the borrowing base requirements.
Removed paragraphs (7)
Previous 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.
Previous 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.
Previous report
Other income (expense), net:
Previous report
NM: percentage is not meaningful
Previous report
Interest expense, net increased by $0.3 million, or 10%, for the six months ended June 30, 2026.
Previous report
NM: percentage is not meaningful
Previous report
Income tax provision:
Reworded paragraphs (43)
Previous wording
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 wording
Accrued interest associated with the Promissory Note is recorded within equity and totaled $1.3 million and $1.7 million for the three and nine months ended September 30, 2026, respectively. As of September 30, 2026, stock subscription receivable totaled $101.7 million, consisting of $100.0 million of principal and $1.7 million of accrued interest.
Previous wording
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 wording
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 purchased 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 represented 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.
Previous wording
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 wording
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 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.
Previous wording
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 wording
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 Subsequent Stock Purchase Agreements and the transactions contemplated thereby. At the time of the aforementioned transactions, the Audit Committee was comprised entirely of “independent directors,” as determined by our board of directors, and 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 then-proposed Subsequent 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 Subsequent Stock Purchase Agreements, (iii) the business purpose of the Subsequent Stock Purchase Agreements, and (iv) such other information as the Audit Committee deemed relevant for purposes of its review. The Audit Committee reviewed the Subsequent Stock Purchase Agreements in accordance with the Related Party Transaction Policy and determined that the Subsequent 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.
Previous wording
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 wording
In July 2026, we announced plans to reduce operating expenses by implementing an approximately 35% reduction in our then-current workforce and dedicated contractors across various geographies and functions. The reduction in workforce was intended to advance our path towards profitability and positive cash flow generation by streamlining our organizational structure, optimizing operating expenses, and preserving cash. We incurred approximately $7.2 million of restructuring costs for the three and nine months ended September 30, 2026, comprised mainly of severance and related benefits costs, of which $2.7 million were included in cost of revenue, excluding depreciation and amortization, $0.4 million were included in sales and marketing, $1.0 million were included in general and administrative, and $3.1 million were included in research and development.
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 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.
Current wording
In February 2025, we announced 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 nine months ended September 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 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.
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 nine months ended September 30, 2026, Time Spent decreased by 26% and 16%, respectively.
Previous 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.
Current wording
Other 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 provision: Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions.
Current wording
Income tax provision (benefit): Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions.
Previous wording
Comparison of results for the three and six months ended June 30, 2026 and 2025
Current wording
Comparison of results for the three and nine months ended September 30, 2026 and 2025
Previous 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.
Current wording
Advertising revenue decreased by $6.8 million, or 31%, for the three months ended September 30, 2026, driven by a $4.9 million decline in programmatic advertising revenue and a $1.9 million decline in direct sold advertising products. For the three months ended September 30, 2026 and 2025, programmatic advertising revenue was $12.1 million and $17.0 million, respectively, and direct sold advertising revenue was $3.3 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 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.
Current wording
Content revenue decreased by $1.4 million, or 20%, for the three months ended September 30, 2026, driven by a $2.8 million decline in direct sold content revenue, partially offset by a $1.4 million increase in studio revenue. For the three months ended September 30, 2026 and 2025, direct sold content revenue was $3.1 million and $5.9 million, respectively, and studio revenue was $2.7 million and $1.3 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 a number of bespoke custom marketing projects which were delivered in the current three-month period, with no comparable revenue in the prior three-month period.
Previous wording
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 wording
Content revenue increased by $1.0 million, or 4%, for the nine months ended September 30, 2026, primarily driven by a $3.5 million increase in studio revenue, partially offset by a $2.5 million decrease in direct sold content revenue. For the nine months ended September 30, 2026 and 2025, studio revenue was $12.3 million and $8.8 million, respectively, and direct sold content revenue was $11.0 million and $13.5 million, respectively. 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 $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.
Current wording
Commerce and other decreased by $12.1 million, or 71%, for the three months ended September 30, 2026, driven by an $12.0 million decline in affiliate commerce revenue and a $0.1 million decline in other revenue. For the three months ended September 30, 2026 and 2025, affiliate commerce revenue was $4.7 million and $16.7 million, respectively, and other revenue, such as product licensing, was $0.1 million and $0.2 million, respectively. The decline in affiliate commerce revenue reflects the timing of Amazon Prime Day (there was an Amazon Prime Day during the third quarter of 2025, with no comparable event in the third quarter of 2026), coupled with an intentional reduction in marketing spend as we manage liquidity, and traffic headwinds. We expect affiliate commerce revenue to decline in the short-term for these reasons.
Previous wording
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 wording
Commerce and other decreased by $19.5 million, or 48%, for the nine months ended September 30, 2026, driven by a $19.1 million decline in affiliate commerce revenue and a $0.4 million decline in other revenue. For the nine months ended September 30, 2026 and 2025, affiliate commerce revenue was $20.3 million and $39.4 million, respectively, and other revenue was $0.4 million and $0.8 million, respectively.
Previous wording
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 wording
Cost of revenue, excluding depreciation and amortization, decreased by $9.8 million, or 33%, for the three months ended September 30, 2026, driven by an $8.9 million decrease in variable cost of revenue reflecting the decline in revenue performance and a $2.7 million decrease in compensation expense reflecting our previous cost savings actions, partially offset by a $1.7 million increase in restructuring expenses.
Previous wording
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 wording
Cost of revenue, excluding depreciation and amortization, decreased by $16.1 million, or 20%, for the nine months ended September 30, 2026, driven by an $11.8 million decrease in variable cost of revenue reflecting the decline in revenue performance and a $6.0 million decrease in compensation expense reflecting our previous cost savings actions, partially offset by a $1.4 million increase in consulting expense.
Previous 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.
Current wording
Sales and marketing expenses decreased by $1.0 million, or 26%, for the three months ended September 30, 2026, driven by a $0.9 million decrease in compensation and related expenses reflecting our previous cost savings actions.
Previous wording
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 wording
Sales and marketing expenses decreased by $3.3 million, or 27%, for the nine months ended September 30, 2026, driven by a $2.9 million decrease in compensation and related expenses reflecting our previous cost savings actions.
Previous 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.
Current wording
General and administrative expenses decreased by $0.5 million, or 4%, for the three months ended September 30, 2026, driven by a $3.3 million decrease in rent expense driven by a reduced real estate portfolio relative to the year-ago period, a $1.5 million decrease in compensation expense reflecting our previous cost savings actions and attrition, and a $0.5 million decrease in facilities’ expense, partially offset by a $3.8 million decrease in sublease income as all of our subleases have expired and a $0.8 million increase in restructuring expenses.
Previous wording
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 wording
General and administrative expenses increased by $1.4 million, or 4%, for the nine months ended September 30, 2026, driven by a $6.5 million decrease in sublease income, a $2.4 million increase in software expense (reflecting the reversal of an accrual that we were no longer liable for during the nine months ended September 30, 2025), and a $0.8 million increase in restructuring expenses. These were partially offset by a $4.7 million decrease in rent expense, a $3.0 million decrease in compensation expense reflecting our previous cost savings actions and attrition, and a $0.6 million decrease in professional fees.
Previous wording
For the three months ended June 30, 2026, depreciation and amortization expenses increased by $0.6 million, or 14%.
Current wording
For the three months ended September 30, 2026, depreciation and amortization expenses increased by $0.5 million, or 14%.
Previous wording
For the six months ended June 30, 2026, depreciation and amortization expenses decreased by $0.3 million, or 4%.
Current wording
For the nine months ended September 30, 2026, depreciation and amortization expenses increased by $0.2 million, or 1%.
Previous 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.
Current wording
We recorded other expense, net of $0.1 million for the three months ended September 30, 2026, compared to other expense, net of $0.6 million for the three months ended September 30, 2025. The change of $0.4 million was primarily driven by a $0.3 million decrease in unrealized exchange losses.
Previous wording
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 wording
We recorded other expense, net of $0.3 million for the nine months ended September 30, 2026, compared to other expense, net of $4.4 million for the nine months ended September 30, 2025. The change of $4.1 million was primarily driven by the comparison against a $5.5 million loss on extinguishment of debt recorded during the nine months ended September 30, 2025, partially offset by a $1.4 million change in unrealized exchange gains / losses.
Previous wording
Interest expense, net decreased by $0.1 million, or 7%, for the three months ended June 30, 2026.
Current wording
Interest expense, net decreased by $0.2 million, or 5%, for the nine months ended September 30, 2026.
Previous 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.
Current wording
For the three months ended September 30, 2026, we recorded a gain related to the change in fair value of warrant liabilities of $0.2 million, compared to a gain of $0.2 million for the three months ended September 30, 2025.
Previous wording
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 wording
For the nine months September 30, 2026, we recorded a gain related to the change in fair value of warrant liabilities of $0.2 million, compared to a gain of $1.2 million for the nine months ended September 30, 2025.
Previous 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.
Current wording
For the three and nine months ended September 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 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.
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 (loss) income attributable to noncontrolling interests, income tax provision (benefit), interest expense, net, other 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 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.
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 three and nine months ended September 30, 2026 and 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
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 wording
As of and for the nine months ended September 30, 2026, we had unrestricted cash and cash equivalents of $8.8 million. However, we have a history of losses, and had an accumulated deficit of $725.0 million as of September 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.
Previous 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.
Current wording
Additionally, we may implement incremental cost savings actions (such as the recently implemented reduction in workforce plan; refer to Note 12 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details) 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 19 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. Specifically, on November 9, 2026, we entered into a stock purchase agreement with Allen Family Digital, LLC, pursuant to which Allen Family Digital, LLC purchased 14,498,356 newly-issued shares of our Class A common stock in a private placement transaction. We received aggregate proceeds of $7.5 million on the issuance date. Refer to Note 19 included elsewhere within this Quarterly Report on Form 10-Q for additional details. Other than this private placement transaction and 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, no additional sources of outside capital have been secured as of the issuance date.
Previous 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.
Current wording
Moreover, on an ongoing basis, we are evaluating strategic changes to our operations, including asset divestitures, restructurings, 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
We repurchased approximately $120.0 million of the Notes in 2024, and the remaining $30.0 million of the Notes were repurchased in 2025. The Indenture has been satisfied and discharged in full, except for those provisions that expressly survive as provided in Section 3.01 of the Indenture, including without limitation, Section 7.06 of the Indenture.
Current wording
We repurchased / redeemed approximately $120.0 million of the Notes in 2024, and the remaining $30.0 million of the Notes were repurchased / redeemed in 2025. The Indenture has been satisfied and discharged in full, except for those provisions that expressly survive as provided in Section 3.01 of the Indenture, including without limitation, Section 7.06 of the Indenture.
Previous 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%.
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 of $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
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.
Current wording
As of September 30, 2026, the carrying value (which approximates the principal amount) of short-term debt and long-term debt associated with film financing arrangements totaled $7.8 million and $3.1 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
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.
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 September 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 nine months ended September 30, 2026, and there were no and $nil proceeds raised related to this offering during the three and nine months ended September 30, 2025, respectively.
Previous 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.
Current wording
For the nine months ended September 30, 2026, cash used in operating activities was $15.4 million compared to cash used in operating activities of $7.0 million for the nine months ended September 30, 2025. The change was primarily driven by a $22.4 million change in net loss, adjusted for non-cash items, an $8.1 million decrease in the change in accounts payable, $2.5 million decrease in the change in prepaid expenses and other current assets and prepaid expenses and other assets, and a $1.2 million decrease in the change in deferred revenue. These were partially offset by a $6.6 million increase in the change in accrued expenses, other current liabilities, and other liabilities, a $6.0 million increase in the change in lease liabilities, a $5.9 million increase in the change in film costs, a $5.3 million increase in the change in accounts receivable, and a $2.0 million increase in the change in accrued compensation.
Previous 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.
Current wording
For the nine months ended September 30, 2026, cash used in investing activities was $9.1 million, which consisted of $8.9 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.
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Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Research and development expenses decreased by $0.2 million, or 7%, for the three months ended June 30, 2026.