BuzzFeed, Inc.

Disclosure about our existing risk factors is set forth in Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Other than as described below, our risk factors have not changed materially since December 31, 2025.

Uncertainties associated with the 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.

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.

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:

•distraction of our current personnel as a result of the Transaction, which could result in a decline in their productivity or cause distractions in the workplace;

•difficulties attracting and retaining key personnel;

•a diversion of a significant amount of management time and resources due to the Transaction;

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

•potential litigation relating to the Transaction that could require the Company to spend resources, or otherwise negatively impact the Company’s business.

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.

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.

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.

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.

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.

This transition and shift in control involves several risks:

•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.

•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.

•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.

•“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.

•Limited Public Company Experience: Members of our management team have limited experience managing a publicly traded company and navigating the complex regulatory environment for public companies. We are subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These obligations and constituents require significant attention from our senior management, and failure to retain key personnel could adversely affect our business, financial condition, and operating results.

There is no assurance that the Promissory Note being issued by the Investor as partial consideration for the shares of Class A Common Stock will be repaid in full or at all, or that the Investor will have sufficient cash resources to pay interest on the Promissory Note prior to maturity or at all.

The aggregate consideration 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.

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

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.

The consummation of the Transaction caused substantial dilution to our stockholders.

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.

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

The trading price of our Class A common stock has been volatile in the recent period and we cannot assure you that this volatility will not continue in the future. In particular, 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.

The trading of our Class A common stock may continue to be volatile in the future.

The public resale by the Investor of Class A common stock received in the Transaction, or the perception in the market that such resales could occur, could have a negative effect on the trading price of the Class A common stock following consummation of the Transaction.

We 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.

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.

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

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.

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.

We may not realize the expected financial and operational benefits of our recently implemented restructuring plan, and its implementation may negatively impact our business.

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.

The transition of our former CEO to a role focused on AI initiatives involves leadership transition and technology risks.

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.

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

Declines in audience engagement and the corresponding impact on revenue could continue to adversely affect our business and financial performance.

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.

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.

We have not complied with certain requirements under the Credit Agreement, namely the borrowing base requirements.

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.

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.

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.

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:

•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.

•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.

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.