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 Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001828972-26-000138
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001828972-26-000170
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 41 previous paragraphs and 53 current paragraphs.
30 unchanged; 9 reworded; 11 added; 0 removed; 2 previous and 3 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 (11)
Current report
Declines in audience engagement and the corresponding impact on revenue could continue to adversely affect our business and financial performance.
Current report
Our business depends on our ability to attract and retain audiences and drive engagement with our brands and content. We have experienced declines in audience traffic, which has coincided with declines in revenue, and there can be no assurance that these trends will stabilize or reverse. For example, for the nine months ended September 30, 2026, Time Spent on our properties declined 16%, and our advertising and commerce and other revenues declined 25% and 48%, respectively.
Current report
If declines in audience traffic, reach, or engagement continue or accelerate, we may experience further reductions in advertising inventory and monetization opportunities, lower affiliate commerce activity, and reduced demand for our content and other offerings. These pressures may be exacerbated by broader changes in audience behavior, content consumption patterns, and the digital media environment. Although we may pursue initiatives to improve audience engagement, monetization, and revenue diversification, we may be unable to offset the effects of continued audience and revenue declines. Any further deterioration could materially adversely affect our results of operations, financial condition, liquidity, and ability to achieve sustainable profitability.
Current report
We have not complied with certain requirements under the Credit Agreement, namely the borrowing base requirements.
Current report
As of September 30, 2026, there was $25.0 million aggregate principal amount outstanding under the Credit Agreement. As disclosed within Notes 8 and 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, we were not in compliance with the borrowing base requirements as of September 30, 2026. Although, to date, we have been successful in obtaining forbearance agreements with respect to these matters and avoid defaults under the Credit Agreement, there can be no assurance that the lender will not declare an event of default and acceleration of all our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future.
Current report
In the event the Credit Agreement’s lender refuses to grant forbearance to avoid a future default, the lender might accelerate our obligations under the Credit Agreement. In order to satisfy such obligations, we would similarly have to refinance our obligations or seek additional capital. Our ability to refinance our existing debt is based upon credit markets and economic forces, whether on acceptable terms or at all, that are outside of our control. There can be no assurance that we will be successful in refinancing our debt or raising additional capital, whether on acceptable terms, or at all. Furthermore, if we were attempting to refinance our obligations or raise capital in response to an imminent or declared acceleration and default, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance or obtain capital. In the event we fail in any of the efforts described in the preceding sentences, our business may materially suffer.
Current report
Our trademark licensing and reciprocal media arrangements may not achieve anticipated commercial benefits and could expose us to brand dilution, reputational harm, and operational challenges.
Current report
In November 2026, we entered into binding term sheets for a trademark license with LocalNow, LLC and a reciprocal media commitment with Allen Media, LLC, both affiliates of the Investor. These arrangements involve risks that could adversely affect our business, brand, and operating results, including:
Current report
•Brand Dilution and Lack of Day-to-Day Operational Control: Permitting an affiliate to rebrand and operate as “BuzzFeed TV” creates inherent risks outside our direct editorial and programming control. Any substandard content, regulatory infractions, compliance issues, or negative publicity associated with LocalNow's distribution could dilute our core brand equity, impair our intellectual property, and alienate our existing audience and advertising partners.
Current report
•Uncertain Financial and Strategic Returns: Under the trademark license, our entitlement to license fees depends entirely on LocalNow generating annualized revenue in excess of $25.0 million. If that threshold is not reached, we will receive no license fees despite the widespread use of our marks. Furthermore, the reciprocal media spend commitment may fail to generate the anticipated audience growth, user engagement, or advertising value needed to realize the expected strategic benefits.
Current report
The risks described above are not exhaustive. The execution, implementation, and ongoing management of these commercial arrangements involve additional operational, legal, and strategic uncertainties that could harm our business, operating results, and overall financial condition.
Reworded paragraphs (9)
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 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
Previous 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.
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 33,333,333 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 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.
Current wording
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 33,333,333 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
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.
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 10,216,999 shares issued during the nine months ended September 30, 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
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.
Current 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, following the announcement and consummation of the Transaction, the trading price of our Class A common stock experienced significant volatility, including a substantial increase in our stock price. 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. More recently, in November 2026, the trading price of our Class A common stock experienced a significant decline.
Previous 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.
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 10,216,999 shares pursuant to private placement transactions during the nine months ended September 30, 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
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 wording
We may not realize the expected financial and operational benefits of our recently implemented restructuring plan, and its implementation may negatively impact our business.
Previous wording
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 wording
In July 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 was 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. 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.
Previous wording
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 wording
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 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.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
To the Company’s knowledge, the Investor is a newly-formed entity that holds no assets other than the 50,000,000 shares of our Class A common stock which it purchased in connection with the Transaction and various private placement transactions. Accordingly, there is no assurance that the Investor will have sufficient cash resources to repay the
Current report — wording carried from elsewhere
The trading of our Class A common stock may continue to be volatile in the future.
Rearranged previous paragraphs (2)
Previous report — wording carried 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
Previous report — wording carried elsewhere
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.