BuzzFeed, Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
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Item 5. Other Information
Entry into Stock Purchase Agreement and Binding Term Sheets
The information set forth below is included for the purpose of providing disclosure under “Item 1.01 - Entry into a Material Definitive Agreement” and “Item 3.02 - Unregistered Sales of Equity Securities” of Form 8-K.
On November 9, 2026, the Company entered into a stock purchase agreement with the Investor, pursuant to which the Investor purchased an additional 14,498,356 newly-issued shares of the Company’s Class A common stock. The Investor paid a price of $0.5173 per share, which represented the closing price of the Company’s Class A common stock on November 6, 2026 as reported by The Nasdaq Stock Market LLC. The shares were issued to the Investor on November 9,
2026, and the Company received aggregate proceeds of approximately $7.5 million, which will be used for general corporate purposes. The foregoing description of the stock purchase agreement is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 2.9 and incorporated herein by reference.
The information set forth below is included for the purpose of providing disclosure under “Item 1.01 - Entry into a Material Definitive Agreement” of Form 8-K.
On November 9, 2026, the Company 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). The foregoing description of the binding trademark license term sheet is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 10.20 and incorporated herein by reference.
On November 9, 2026, the Company 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 the Company’s actual qualifying media spend (as defined in the agreement), and that the Company 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. The foregoing description of the binding reciprocal media commitment term sheet is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 10.19 and incorporated herein by reference.
Mr. Byron Allen Folks, the Chairman of the Company's board of directors, and Founder, Chairman, and CEO of Allen Family Digital, LLC (i.e., the Investor) as the Company’s 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 the Company’s 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.
Executive Compensation (amounts below are in actual dollars)
The information set forth below is included for the purpose of providing disclosure under “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of Form 8-K.
On November 4, 2026, the Compensation Committee of the Company’s Board of Directors approved a new compensatory arrangement for Matt Omer, Chief Financial Officer. Mr. Omer and the Company entered into an employment agreement (the “Employment Agreement”), dated as of November 5, 2026, effective as of November 9, 2026 (the “Effective Date”).
The Employment Agreement provides that (1) Mr. Omer’s annual base salary was increased from $402,800 to $600,000 as of the Effective Date through November 8, 2027, and then will increase again to $620,000 from November 9, 2027 through November 8, 2028; (2) Mr. Omer’s annual discretionary bonus with a target value of 50% of his calendar year’s salary; (3) the Company, at its sole discretion, has the option to extend Mr. Omer’s employment contract for five additional, consecutive one-year renewal terms (“Renewal Option Term”); (4) Mr. Omer is entitled to a $20,000 increase to his annual base salary for each applicable Renewal Option Term (as defined in the Employment Agreement); (5) Mr. Omer is also entitled to a one-time retention bonus of $100,000, which shall be paid in March 2027; (6) Mr. Omer will receive an annual grant of restricted stock units, pursuant to the Company’s 2021 Equity Incentive Plan, in the amount of $400,000, which will vest one year after the grant date.
Under the Employment Agreement, Mr. Omer is required to work exclusively for BuzzFeed, subject to limited exceptions for personal investments and pre-approved, non-competing outside activities. BuzzFeed may terminate the employee at will, with a termination without cause providing remaining-term salary and COBRA continuation, net of any applicable company severance plan benefits, subject to a release of claims. The Renewal Option Term shall be automatically exercised annually unless notice to terminate the agreement is given by the Company to Mr. Omer with at least 60 days’ notice. The Company has agreed to provide the Mr. Omer with certain enhanced terms, benefits and / or compensation pursuant to Section 4 of the Employment Agreement. Such consideration was specifically negotiated in connection with, and in exchange for, Mr. Omer’s agreement to the exclusivity restrictions set forth in Section 6 (Exclusivity) and the termination provisions set forth in Section 12 (Termination at Will) of the Employment Agreement.
The Employment Agreement also entitles Mr. Omer to the Company’s customary employee benefits and binds him to restrictive covenants regarding confidentiality, non-competition, non-solicitation, non-disparagement and the Company’s ownership of intellectual property.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the applicable agreement, a copy of which is filed as Exhibit 10.18 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
(c) Insider Trading Arrangements
During the three months ended September 30, 2026, certain of our directors (as defined in Rule 16a-1(f) of the Exchange Act) adopted a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
On August 19, 2026, Janet Rollé, amember of the Company’s board of directors, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Ms. Rollé’s Rule 10b5-1 trading arrangement will commence on December 2, 2026, which is at least 90 days after the adoption date, and will continue until October 31, 2027, or earlier if all shares covered by the plan are sold. Ms. Rollé’s Rule 10b5-1 trading arrangement provides for a sale of up to (1)38,209 shares of Class A common stock held from previously vested restricted from her annual non-employee director equity grant, and (2)115,000 shares of Class A common stock of the vested restricted stock units that vest on or after May 27, 2027.
On September 2, 2026, Eric Gould, amember of the Company’s board of directors, terminated the Rule 10b5-1 trading arrangement andadopted a new Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Gould’s Rule 10b5-1 trading arrangement will commence on December 2, 2026, which is at least 90 days after the adoption date, and will continue until December 2, 2027, or earlier if all shares covered by the plan are sold. Mr. Gould’s Rule 10b5-1 trading arrangement provides for a sale of up to (1)30,000 shares of Class A common stock from the vested restricted stock units received from his annual non-employee director equity grant, and (2)10,000 shares of Class A common stock that he acquired pursuant to a private placement transaction.
On September 21, 2026, Stanley Washington, amember of the Company’s board of directors, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Washington’s Rule 10b5-1 trading arrangement will commence on December 21, 2026, which is at least 90 days after the adoption date, and will continue until December 31, 2027, or earlier if all shares covered by the plan are sold. Mr. Washington’s Rule 10b5-1 trading arrangement provides for a sale of up to (1) a total of 60% of all vested restricted stock units held upon plan commencement from his annual non-employee director equity grant at various price points, and (2) a total of 60% of each future vested restricted stock units received at both market at various price points.
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