0001828972FALSE00018289722026-05-112026-05-110001828972bzfd:ClassCommonStock0.0001ParValuePerShareMember2026-05-112026-05-110001828972bzfd:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember2026-05-112026-05-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 11, 2026
BuzzFeed, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-39877 | 85-3022075 |
(State or other jurisdiction of
incorporation or organization) | (Commission
File Number) | (I.R.S. Employer
Identification Number) |
50 West 23rd Street
New York, New York 10010
(Address of registrant’s principal executive offices, and zip code)
(646) 397-2039
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.0001 par value per share | | BZFD | | The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of approximately $46.00 per share | | BZFDW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On May 11, 2026, BuzzFeed, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Allen Family Digital, LLC (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor, 40,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), at a purchase price of $3.00 per share of Class A common stock, for aggregate consideration of $120.0 million (the “Transaction”), in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate consideration is comprised of (i) $20.0 million in cash to be paid to the Company at closing of the Transaction, which is expected to be on or around May 26, 2026 (the “Closing Date”), and (ii) a five-year secured promissory note in the principal amount of $100.0 million (the “Promissory Note”) to be issued to the Company on the Closing Date. The Company intends to use the proceeds from the Transaction to partially repay existing indebtedness.
The Stock Purchase Agreement includes customary representations, warranties, and covenants between the parties. Pursuant to the Stock Purchase Agreement, the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) within 60 days following any request by the Investor for purposes of registering the resale of the Shares (the “Registration Statement”), to use commercially reasonable efforts to have such Registration Statement declared effective as promptly as practicable after the filing, and to keep the Registration Statement effective until the earlier of the date that all registrable securities covered by the Registration Statement (i) have been sold thereunder or pursuant to Rule 144 of the Securities Act (“Rule 144”) or (ii) may be sold without restriction under Rule 144 (including the volume and manner of sale limitations set forth in Rule 144).
Subject to certain exceptions, the Company has agreed to indemnify the Investor and its affiliates for liabilities arising from (i) any breach or inaccuracy of a representation or warranty of the Company contained in the Stock Purchase Agreement and (ii) any failure by the Company to perform or comply with any covenant or agreement in the Stock Purchase Agreement.
Based on 36,296,018 shares of Class A common stock outstanding as of May 5, 2026 and after giving effect to the Transaction (including the Stock Conversion (as defined below)), the Investor would beneficially own approximately 52% of the Company’s outstanding Class A common stock.
Promissory Note
On the Closing Date, the Investor will issue a Promissory Note to the Company in the principal amount of $100.0 million. The Promissory Note bears interest at a rate of 5% per annum, with interest payable semi-annually on the last business day of each June and December. The Promissory Note matures on the fifth anniversary of the Closing Date. The Promissory Note is secured by a first priority security interest in 33.3 million of the Shares, and the Company understands that the Investor currently holds no assets other than the Shares. The Investor may prepay all or any portion of the principal at any time without premium or penalty, subject to one business day’s notice and a minimum prepayment amount of $1.0 million. Any material amendment, modification or waiver of the Promissory Note requires the approval of a majority of the disinterested directors on the Company’s Board of Directors (the “Board”).
Stock Conversion
In connection with the Transaction, Jonah Peretti, LLC, an affiliate of Jonah Peretti, the Company’s founder, Chief Executive Officer and Chairman, has agreed to convert all 1,309,354 of its shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), into Class A common stock on the Closing Date (the “Stock Conversion”). Based on 36,296,018 shares of Class A common stock outstanding as of May 5, 2026 and after giving effect to the Transaction (including the Stock Conversion), Mr. Peretti would beneficially own approximately 2% of the Company’s outstanding Class A common stock and none of the Company’s outstanding Class B common stock.
Director Appointment Agreement
On May 11, 2026, the Company, the Investor and Jonah Peretti, LLC entered into a Director Appointment Agreement (the “Director Appointment Agreement”), pursuant to which, effective as of the Closing Date, the Board will be expanded from four to eight directors and following the 2026 annual meeting of the Company’s shareholders (the “2026 Annual Meeting”), to nine directors with three directors serving in each class. Pursuant to the Director Appointment Agreement, (A) the Investor has the right to appoint (i) five directors as of the Closing Date and one additional director following the 2026 Annual Meeting provided the Investor beneficially owns more than 40% of the Company’s then-outstanding common stock and (ii) a majority of the directors provided the Investor beneficially owns less than 40% but equal to or more than 20% of the Company’s then-outstanding common stock and (B) Jonah Peretti, LLC has the right to appoint one director,
who initially will be Mr. Peretti. Following the expiration of Mr. Peretti’s current term as a Class I director of the Board and if the Company is required to have a majority of independent directors pursuant to applicable listing rules, Mr. Peretti’s appointee will be independent. In addition, each of the Investor and Jonah Peretti, LLC has agreed pursuant to the Director Appointment Agreement to vote all shares of Company common stock beneficially owned by such party in favor of the other party’s director nominees.
The Director Appointment Agreement terminates (A) with respect to Jonah Peretti, LLC’s director appointment rights, on the earlier of (i) such time as Mr. Peretti is no longer serving as an officer or director of the Company or any subsidiary of the Company due to his removal or termination for cause or voluntary resignation, (ii) such time as Mr. Peretti beneficially owns less than 60% of the Company common stock beneficially owned by Mr. Peretti as of the Closing Date and (iii) such time as Mr. Peretti beneficially owns less than 0.2% of the total shares of the Company’s outstanding Class A common stock and (B) with respect to the Investor’s director appointment rights, at such time as the Investor owns less than 5% of the then outstanding Company common stock.
The foregoing description of the Stock Purchase Agreement, the Promissory Note and the Director Appointment Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, the form of Promissory Note and the Director Appointment Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K (this “report”) and are incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On May 11, 2026, the Company issued a press release (the “Press Release”) announcing its financial results for the quarter ended March 31, 2026. The Company also announced that it would be holding a conference call on May 11, 2026 to discuss its financial results. A copy of the Press Release is furnished as Exhibit 99.1 to this report.
The information included under this Item 2.02, including Exhibit 99.1, are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it been deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 3.02. Unregistered Sale of Equity Securities.
The information set forth in Item 1.01 of this report is incorporated by reference herein to this Item 3.02. The issuance of the Shares is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Executive Officer and Chairman
In connection with the Transaction, Jonah Peretti resigned as Chief Executive Officer of the Company and Chairman of the Board on May 11, 2026, effective as of the Closing Date. Mr. Peretti will remain on the Board as a Class I director and is expected to transition to a new role as President of BuzzFeed AI. The Company will file an amendment to this report regarding the material terms of the employment arrangement for Mr. Peretti in his new role within four business days of the determination of such information.
Appointment of Chief Executive Officer and Chairman
In connection with the Transaction and pursuant to the Stock Purchase Agreement, on May 11, 2026, the Board appointed Byron Allen to serve as Chief Executive Officer, a Class I director and Chairman of the Board, effective as of the Closing Date.
Mr. Allen, age 65, has served as Founder, Chairman, and Chief Executive Officer of Allen Media Group, a global media, content production, and distribution company with operations spanning television broadcasting, streaming, digital media, and film distribution. Mr. Allen founded the company in 1993 and has led its growth into one of the largest privately held media companies in the United States. Mr. Allen owns 13 ABC-CBS-NBC network affiliate broadcast television stations in 11 U.S. markets and ten 24-hour HD television networks serving nearly 275 million subscribers: THE WEATHER CHANNEL, PETS.TV, COMEDY.TV, RECIPE.TV, CARS.TV, ES.TV, MYDESTINATION.TV, JUSTICECENTRAL.TV, THEGRIO TELEVISION NETWORK, and HBCU GO. Mr. Allen also owns the digital streaming platforms HBCU GO, SPORTS.TV, LOCAL NOW and THE WEATHER CHANNEL STREAMING APP. Mr. Allen currently owns a two-hour nightly comedy block on CBS Network and also produces, distributes, and sells
advertising for 74 television programs, making him one of the largest independent producers/distributors of first-run syndicated television programming for broadcast television stations, cable networks, and digital platforms.
The Company is entering into its standard form of indemnification agreement with Mr. Allen. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.16 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2021 and is incorporated by reference herein.
There are no family relationships between Mr. Allen and any director or executive officer of the Company, nor does Mr. Allen have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company will file an amendment to this report regarding the material terms of the employment arrangement for Mr. Allen within four business days of the determination of such information.
Resignation of Director
In connection with the Transaction, Gregory Coleman resigned from the Board and the Audit Committee, the Compensation Committee and the Nominating, Corporate Governance, and Corporate Responsibility Committee of the Board on May 11, 2026, effective as of the Closing Date. Gregory Coleman’s resignation was not due to any disagreement with the Company or any matter relating to the Company's operations, policies, or practices.
Appointment of Directors
In connection with the Transaction and pursuant to the Director Appointment Agreement, on May 11, 2026, the Board increased the size of the Board from four members to eight members, effective as of the Closing Date. On the same date and in accordance with the terms of the Director Appointment Agreement, the Board appointed the following directors (the “New Directors”) to the Board to fill the vacancies, effective as of the Closing Date:
•Byron Allen as a Class I director;
•Chris Malone as a Class I director;
•Eric Gould as a Class III director;
•Sydnie Karras as a Class III director; and
•Terence Hill as a Class III director.
Mr. Malone, age 41, is an Executive Vice President, Chief Financial Officer and Head of Corporate Development of Allen Media Group, which he joined in May 2022, and has served on its board since December 2023. Mr. Malone leads Allen Media’s finance organization with leadership and responsibilities spanning financial strategy, M&A, capital markets, financial planning & analysis, and strategic investments. Mr. Malone has over 18 years of experience in M&A, capital markets, private equity and credit. Prior to joining Allen Media Group, Mr. Malone was a Principal at Stellex Capital Management, a private equity firm based in New York. Prior to Stellex, Mr. Malone was a Director at Brightwood Capital where he focused on providing debt and equity capital solutions to middle-market companies. Earlier in his career, Mr. Malone worked in private equity at RLJ Equity Partners. Mr. Malone began his career in investment banking at Credit Suisse and William Blair. Mr. Malone received his B.S. in Finance from Hampton University and his M.B.A. from Harvard Business School.
Mr. Gould, age 58, has served as an Executive Vice President, Chief Investment Officer of Allen Media Group since August 2017 and has served on its board since December 2023. Mr. Gould plays a key leadership role in investment activities, mergers and acquisitions, capital markets activities, and corporate finance initiatives. Before joining Allen Media Group, Mr. Gould was a Managing Director and Senior Portfolio Manager at Guggenheim Partners Asset Management from 2014 to 2017. Prior to joining Guggenheim, Mr. Gould was the Head of Portfolio Management at Munich Re Group/MEAG New York, where he was responsible for North American investment strategies, and served as an investment committee member and a corporate officer from 2007 to 2013. Before joining Munich Re in 2007, Mr. Gould was a Senior Vice President and Senior Portfolio Manager at GE Asset Management. In total, Mr. Gould has more than 30 years of investment experience in portfolio management across multi-sector investment strategies, finance, capital markets and mergers and acquisitions. Mr. Gould earned his MBA from Loyola University of Chicago and B.A. from Indiana University.
Ms. Karras, age 39, has served as Vice President, Chief Accounting Officer of Allen Media Group since October 2021 and has served on its board since December 2023. Prior to joining Allen Media Group, Ms. Karras served as Director in the Capital Markets and Accounting Advisory Services practice at PricewaterhouseCoopers LLP, where she advised public and
private companies on SEC reporting, mergers and acquisitions, financing transactions, IPOs, and other complex accounting matters. Earlier in her career, Ms. Karras served in PricewaterhouseCoopers LLP’s assurance practice, focusing on public company audits, financial reporting, and Sarbanes-Oxley compliance. Ms. Karras is a Certified Public Accountant in the State of California and holds a Bachelor’s degree in Accounting from Santa Clara University.
Mr. Hill, age 69, has served as the Chief Operating Officer of Allen Media, LLC and Entertainment Studios since joining the company in 1998. Mr. Hill is a media executive with over 35 years of experience in business operations, strategic planning, finance and corporate management. During his tenure, Mr. Hill was instrumental in transforming Allen Media Group into a diversified, fully integrated media and technology company. Prior to joining Entertainment Studios, Mr. Hill was an investment banker at Merrill Lynch & Company and focused on institutional real estate, capital markets and debt structuring. He holds a degree in Business Administration in Finance from the University of Southern California.
The Company is entering into its standard form of indemnification agreement with each of the New Directors. None of the New Directors have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On May 11, 2026, the Company received confirmation from the Nasdaq Stock Market LLC (“Nasdaq”) that although the issuance of the Shares would generally require approval of the Company’s shareholders under the shareholder approval policy of the Nasdaq Stock Market LLC (“Nasdaq”) and that the director nomination rights may be inconsistent with the voting rights policy of Nasdaq, Nasdaq has granted an exception to the Company from Nasdaq’s shareholder approval policy and voting rights policy, in each case, pursuant to Nasdaq Listing Rule 5635(f) in connection with the issuance and sale of the Shares and the execution of the Director Appointment Agreement.
Prior to entry into the Stock Purchase Agreement, the Audit Committee of the Board (the “Audit Committee”), composed solely of independent and disinterested members of the Board, determined that the delay associated with obtaining a shareholder vote prior to the issuance of the Shares would seriously jeopardize the financial viability of the Company, and, on that basis, the Audit Committee expressly approved the Company’s reliance on the financial viability exception in order to consummate the Transaction without delay.
In accordance with Nasdaq requirements, the Company will mail a letter to shareholders, not later than ten days prior to the anticipated Closing Date, notifying them of the Transaction and of its intention to issue the Shares without obtaining approval from its shareholders (the “Shareholder Letter”).
The information under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| 10.1 † | | Stock Purchase Agreement, dated May 11, 2026, between BuzzFeed, Inc. and Allen Family Digital, LLC. |
| 10.2 | | Form of Promissory Note. |
| 10.3 | | Director Appointment Agreement, dated May 11, 2026, by and among BuzzFeed, Inc., Allen Family Digital, LLC, and Jonah Peretti. |
| 99.1 | | Press Release Dated May 11, 2026. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| Date: | 5/11/2026 | | |
| | | BuzzFeed, Inc. |
| | | | |
| | | By: | /s/ Jonah Peretti |
| | | | Name: Jonah Peretti |
| | | | Title: Chief Executive Officer |
BUZZFEED, INC. ANNOUNCES PROPOSED MAJORITY STAKE INVESTMENT BY BYRON ALLEN’S FAMILY OFFICE
Byron Allen Named Incoming Chairman and Chief Executive Officer of BuzzFeed, Inc.
Jonah Peretti to Transition to President of BuzzFeed AI
Company Also Reports Q1 2026 Financial Results
NEW YORK – May 11, 2026 – BuzzFeed, Inc. (“BuzzFeed” or the “Company”) (Nasdaq: BZFD) today announced the Company has entered into a transaction agreement with Allen Family Digital, LLC, an affiliate of Byron Allen’s family office, under which BuzzFeed, Inc. will accept a majority investment from Allen Family Digital, LLC. Founder and CEO Jonah Peretti will be succeeded by Byron Allen, who will assume the role of Chairman and Chief Executive Officer upon closing, and Peretti will transition to a newly created role as President of BuzzFeed AI.
Under the terms of the agreement, Allen Family Digital will acquire 40 million shares of BuzzFeed, Inc. at a price of $3.00 per share for a total purchase price of $120 million. Upon closing, Allen Family Digital will own approximately 52% of the Company’s outstanding shares. The purchase price will be funded with $20 million in cash at closing, and a $100 million promissory note due five years from closing, accruing interest at 5% annually.
The transaction is currently expected to close by the end of May 2026, subject to customary closing conditions.
The Company also reported financial results for the first quarter ended March 31, 2026.
“Byron Allen has built one of the world’s largest media companies and is one of the most accomplished media entrepreneurs in the industry, having spent 30-plus years transforming distribution infrastructure, identifying strategic assets, and scaling them into something much greater,” said Jonah Peretti, BuzzFeed Founder and CEO. “Byron’s vision, operational experience, and long-term commitment to premium content makes him exceptionally well-positioned to lead BuzzFeed and HuffPost into our next phase of growth. And personally, I’m thrilled Byron is taking over ‘The Late Show With Stephen Colbert’s’ time slot, and highly confident that his relationships with talent will bring some incredible stars to the BuzzFeed platform.”
“To prepare for his arrival, we are planning to make significant changes, including cost reductions and setting up BuzzFeed Studios (including vertical micro-dramas, animation, digital video, and premium studio including feature films) and Tasty as a new independent entity. This investment in our business and Byron’s management roles will provide liquidity and operational focus to BuzzFeed, Inc.,” Peretti continued.
“I will transition to a newly created role as President of BuzzFeed AI. After 20 years as CEO of BuzzFeed, I’m excited to switch my focus to a more hands-on role developing products and technology that are only possible because of recent advances in AI. I’m convinced that AI will fundamentally transform the media industry and empower creative people to build in new ways, and I believe the opportunity is enormous,” Peretti added.
“Jonah is a great visionary and has done a phenomenal job. BuzzFeed and HuffPost have become two iconic global digital media brands with powerful audience reach and strong cultural importance,” said Byron Allen, incoming Chairman and CEO of BuzzFeed. “Our vision is to build on the iconic foundation of BuzzFeed and HuffPost by expanding into free-streaming video, audio and user-generated content. As of this moment, with the power of AI, BuzzFeed is officially chasing YouTube to become another premiere free video streaming service.”
Jonah Peretti co-founded BuzzFeed in 2006 and has served as the Company’s Chief Executive Officer since its founding. Under his leadership, BuzzFeed became one of the defining digital media brands of a generation, pioneering social distribution, viral content, and AI-assisted publishing. In his new role as President of BuzzFeed AI, Peretti will bring his strategic focus to applied AI research, product innovation, and the development of new technology-driven media formats.
Byron Allen is the Founder, Chairman and CEO of Allen Media Group which he founded in 1993 and is headquartered in Los Angeles. Allen owns 13 ABC-CBS-NBC network affiliate broadcast television stations in 11 U.S. markets and ten 24-hour HD television networks serving nearly 275 million subscribers: THE WEATHER CHANNEL, PETS.TV, COMEDY.TV, RECIPE.TV, CARS.TV, ES.TV, MYDESTINATION.TV, JUSTICECENTRAL.TV, THEGRIO TELEVISION NETWORK, and HBCU GO. Allen also owns the digital streaming platforms HBCU GO, SPORTS.TV, LOCAL NOW, and THE WEATHER CHANNEL STREAMING APP. Allen owns a two-hour nightly comedy block on CBS Network and also produces, distributes, and sells advertising for 74 television programs, making him one of the largest independent producers / distributors of first-run syndicated television programming for broadcast television stations, cable networks, and digital platforms.
First Quarter 2026 Financial Results and Operational Highlights
BuzzFeed delivered Q1 2026 revenues of $31.6 million, declining 12.4% compared to the first quarter of 2025
●Advertising revenue declined 19.8% year-over-year to $17.1 million.
●Content revenue increased 69.1% year-over-year to $7.5 million.
●Commerce and other revenue declined 32.0% year-over-year to $6.9 million.
Net loss was $15.1 million, compared to a net loss of $12.5 million in Q1 2025.
Adjusted EBITDA1 was negative $7.8 million for Q1 2026, compared to negative $5.9 million in Q1 2025.
In Q1 2026, audience Time Spent2 with our content totaled 60.6 million hours, reflecting an approximately 10.7% decline compared to Q1 2025, consistent with traffic headwinds and broader platform distribution dynamics.
Business and Content Highlights
●BuzzFeed, the Company’s largest brand, maintained its position as the #1 brand in total U.S. time spent among any single media brand in its competitive set3, reaching 36.8 million hours in Q1 2026, up 10% year-over-year. This outpaced second-place People at 33.0 million hours.
●HuffPost recorded 15.5 million hours in total U.S. time spent in Q1 2026, significantly outperforming competitors including The New Yorker (4.0 million hours), Vanity Fair (3.4 million hours), New York Magazine (2.8 million hours), Vox.com (1.3 million hours), and Bustle.com (0.8 million hours).
●Direct visits, internal referrals, and app pageviews continued to account for a majority of traffic on BuzzFeed’s owned and operated properties, with direct traffic surpassing both Facebook and Google referrals as one of the largest traffic sources for BuzzFeed.com.
Full Year 2026 Financial Outlook
As we work to close transactions and explore strategic opportunities, we are withholding 2026 guidance at this time. We expect to provide an update on our financial outlook in the coming months.
Quarterly Conference Call
BuzzFeed’s management team will hold a conference call to discuss our first quarter 2026 results today, May 11, at 5 PM ET. The call will be available via webcast at investors.buzzfeed.com under the heading News and Events, and parties interested in participating must register in advance at the same location. Upon registration, all telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number
1As used throughout, Adjusted EBITDA is a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” below for a description of how it is calculated and the tables at the back of this earnings release for a reconciliation of our GAAP and non-GAAP financial results. Certain figures throughout this document may not foot due to rounding.
2 Refer to the definition of “Time Spent” below.
3 Competitive set includes People.com brand, Condé Nast Digital Group, Vox Media Group, Vogue.com, and Bustle.com.
along with a unique PIN that can be used to access the call. While it is not required, it is recommended you join 5 minutes prior to the event start time. A replay of the call will be made available at the same URL.
We have used, and intend to continue to use, the Investor Relations section of our website at investors.buzzfeed.com as a means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD.
Definitions
BuzzFeed reports revenues across three primary business lines: Advertising, Content, and Commerce and other. The definition of “Time Spent” is also set forth below.
●Advertising revenues are primarily generated from advertisers, both programmatically and directly, for ads distributed against our editorial and news content, including display, pre-roll and mid-roll video products. We distribute these ad products across our owned and operated sites as well as third-party platforms, primarily YouTube and Apple News.
●Content revenues are primarily generated from clients for custom assets, including both long-form and short-form content, from branded quizzes to Instagram takeovers to sponsored content. Studio generally includes revenue from films, micro-dramas, content licensing, TV projects, and other projects inspired by BuzzFeed IP.
●Commerce and other revenues consist primarily of affiliate commissions earned on transactions initiated from our editorial shopping content. Revenues from our product licensing businesses are also included here.
●Time Spent captures the time audiences spend engaging with our content across our owned and operated sites, as well as YouTube and Apple News, as measured by Comscore. This metric excludes time spent with our content on platforms for which we have minimal advertising capabilities that contribute to our Advertising revenues, 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.
About BuzzFeed, Inc.
BuzzFeed, Inc. is home to the best of the Internet. Across pop culture, entertainment, shopping, food, and news, our brands drive conversation and inspire what audiences watch, read, and buy now — and into the future. Born on the Internet in 2006, BuzzFeed is committed to making it better: providing trusted, quality, brand-safe news and entertainment to hundreds of millions of people; making content on the Internet more inclusive, empathetic, and creative; and inspiring our audience to live better lives.
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures and represent key metrics 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 (benefit) provision, interest expense, net, other expense (income), net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, restructuring costs, amortization of capitalized interest for content, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue for the same period.
We believe Adjusted EBITDA and Adjusted EBITDA margin are relevant and useful information for investors because they allow investors to view performance in a manner similar to the method used by our management.
There are limitations to the use of Adjusted EBITDA and Adjusted EBITDA margin, and our Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
Adjusted EBITDA and Adjusted EBITDA margin should not be considered a substitute for measures prepared in accordance with GAAP. Reconciliations of non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data.
Forward-Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Our forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “affect,” “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: (1) macroeconomic factors including: adverse economic conditions in the United States and globally, including the potential onset of recession; actual or potential government shutdowns or failure to raise the U.S. federal debt ceiling; current global supply chain disruptions; the ongoing conflicts in the Middle East and between Russia and Ukraine and any related sanctions and geopolitical tensions, and further escalation of trade tensions between the U.S. and its trading partners; tariffs; the inflationary environment; and the competitive labor market; (2) developments relating to our competitors and the digital media industry, including overall demand of advertising in the markets in which we operate; (3) demand for our products and services or changes in traffic or engagement with our brands and content; (4) changes in the business and competitive environment in which we and our current and prospective partners and advertisers operate; (5) our future capital requirements, including, but not limited to, our ability to obtain additional capital in the future, any restrictions imposed by, or commitments under, agreements governing any future indebtedness, and any restrictions on our ability to access our cash and cash equivalents; (6) developments in the law and government regulation, including, but not limited to, revised foreign content and ownership regulations, and the outcomes of legal proceedings, regulatory disputes, or governmental investigations to which we are subject; (7) the benefits of our restructuring; (8) our success divesting of companies, assets, or brands we sell, or in integrating and supporting the companies we acquire; (9) our success in launching new products or platforms, including any new social media platform; (10) technological developments including artificial intelligence; (11) our success in retaining or recruiting, or changes required in, officers, other key employees or directors; (12) use of content creators and on-camera talent and relationships with third parties managing certain of our branded operations outside of the United States; (13) the security of our information technology systems or data; (14) disruption in our service, or by our failure to timely and effectively scale and adapt our existing technology and infrastructure; (15) our ability to maintain the listing of our Class A common stock and warrants on The Nasdaq Stock Market LLC; (16) risks related to the Company’s liquidity and cash flow, including the ability of the Company to comply with debt service requirements and covenants contained in its credit facility; (17) risks related to the Stock Purchase Agreement and Director Appointment Agreement entered into by the Company with Allen Family Digital, LLC, including potentially adverse impacts on our business, results of operations, and stock price; and (18) those factors described under the sections entitled “Risk Factors” in the Company’s annual and quarterly filings with the Securities and Exchange Commission.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
###
Contacts
Juliana Clifton: pr@buzzfeed.com
Investor Relations Contact: investors@buzzfeed.com
BUZZFEED, INC.
Financial Highlights
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, | | % Change | | | | |
| | | | | 2026 | | 2025 | | | | | | |
| Advertising | | | | | | $ | 17,146 | | | $ | 21,387 | | | (20) | % | | | | | | |
| Content | | | | | | 7,480 | | | 4,424 | | | 69 | % | | | | | | |
| Commerce and other | | | | | | 6,946 | | | 10,210 | | | (32) | % | | | | | | |
| Total revenue | | | | | | $ | 31,572 | | | $ | 36,021 | | | (12) | % | | | | | | |
| Loss from operations | | | | | | $ | (13,476) | | | $ | (13,742) | | | 2 | % | | | | | | |
| Net loss | | | | | | $ | (15,146) | | | $ | (12,461) | | | (22) | % | | | | | | |
| Adjusted EBITDA | | | | | | $ | (7,819) | | | $ | (5,894) | | | (33) | % | | | | | | |
BUZZFEED, INC.
Condensed Consolidated Balance Sheets
(Unaudited, dollars and shares in thousands, except per share amounts)
| | | | | | | | | | | |
| March 31, 2026 (Unaudited) | | December 31,
2025 |
| Assets | | | |
| Current assets | | | |
| Cash and cash equivalents | $ | 6,846 | | | $ | 8,465 | |
| Restricted cash | 15,750 | | | 15,750 | |
Accounts receivable (net of allowance for credit losses of $527 and $683 as at March 31, 2026 and December 31, 2025, respectively) | 30,264 | | | 45,496 | |
| Prepaid expenses and other current assets | 18,315 | | | 16,411 | |
| | | |
| Total current assets | 71,175 | | | 86,122 | |
| Property and equipment, net | 3,980 | | | 4,504 | |
| Right-of-use assets | 18,921 | | | 23,002 | |
| Capitalized software costs, net | 25,386 | | | 24,245 | |
| Intangible assets, net | 9,860 | | | 10,167 | |
| Goodwill | 13,105 | | | 13,105 | |
| Film costs, net | 19,221 | | | 19,397 | |
| Noncurrent restricted cash | 3,524 | | | 3,524 | |
| Prepaid expenses and other assets | 3,938 | | | 4,073 | |
| | | |
| Total assets | $ | 169,110 | | | $ | 188,139 | |
| | | |
| Liabilities and Stockholders' Equity | | | |
| Current liabilities | | | |
| Accounts payable | $ | 19,829 | | | $ | 19,548 | |
| Accrued expenses | 10,914 | | | 12,411 | |
| Deferred revenue | 6,512 | | | 7,405 | |
| Accrued compensation | 9,954 | | | 8,305 | |
| Current lease liabilities | 8,950 | | | 12,706 | |
| Current debt | 30,200 | | | 30,524 | |
| Other current liabilities | 4,320 | | | 4,319 | |
| | | |
| Total current liabilities | 90,679 | | | 95,218 | |
| Noncurrent lease liabilities | 13,259 | | | 14,725 | |
| Debt | 28,148 | | | 27,861 | |
| | | |
| | | |
| Other liabilities | 262 | | | 250 | |
| | | |
| Total liabilities | 132,348 | | | 138,054 | |
| | | |
| Commitments and contingencies | | | |
| | | |
| | | |
| | | |
| Stockholders’ equity | | | |
Class A Common stock, $0.0001 par value; 700,000 shares authorized; 38,123 and 37,857 shares issued; 36,296 and 36,030 shares outstanding at March 31, 2026 and December 31, 2025, respectively | 3 | | | 3 | |
Class B Common stock, $0.0001 par value; 20,000 shares authorized; 1,343 and 1,343 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively | 1 | | | 1 | |
| | | |
| Treasury stock, at cost, 1,827 and 1,827 shares at March 31, 2026 and December 31, 2025, respectively | (3,332) | | | (3,332) | |
| Additional paid-in capital | 737,535 | | | 735,992 | |
| Accumulated deficit | (694,669) | | | (679,588) | |
| Accumulated other comprehensive loss | (3,422) | | | (3,715) | |
| Total BuzzFeed, Inc. stockholders’ equity | 36,116 | | | 49,361 | |
| Noncontrolling interests | 646 | | | 724 | |
| Total stockholders’ equity | 36,762 | | | 50,085 | |
| Total liabilities and stockholders’ equity | $ | 169,110 | | | $ | 188,139 | |
BUZZFEED, INC.
Condensed Consolidated Statements of Operations
(Unaudited, dollars and shares in thousands, except per share amounts)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| Revenue | $ | 31,572 | | | $ | 36,021 | | | | | |
| Costs and expenses | | | | | | | |
| Cost of revenue, excluding depreciation and amortization | 22,364 | | | 23,492 | | | | | |
| Sales and marketing | 3,468 | | | 4,258 | | | | | |
| General and administrative | 13,184 | | | 14,362 | | | | | |
| Research and development | 2,334 | | | 3,066 | | | | | |
| Depreciation and amortization | 3,698 | | | 4,585 | | | | | |
| | | | | | | |
| Total costs and expenses | 45,048 | | | 49,763 | | | | | |
| Loss from operations | (13,476) | | | (13,742) | | | | | |
| Other (expense) income, net | (347) | | | 1,298 | | | | | |
| Interest expense, net | (1,537) | | | (1,171) | | | | | |
| Change in fair value of warrant liabilities | 102 | | | 1,234 | | | | | |
| | | | | | | |
| Loss before income taxes | (15,258) | | | (12,381) | | | | | |
| Income tax (benefit) provision | (112) | | | 80 | | | | | |
| Net loss | (15,146) | | | (12,461) | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Less: net (loss) income attributable to noncontrolling interests | (65) | | | 210 | | | | | |
| Net loss attributable to BuzzFeed, Inc. | $ | (15,081) | | | $ | (12,671) | | | | | |
| Net loss attributable to holders of Class A and Class B common stock: | | | | | | | |
| Basic and diluted | $ | (15,081) | | | $ | (12,671) | | | | | |
| | | | | | | |
| Net loss per Class A and Class B common share: | | | | | | | |
| Basic and diluted | $ | (0.40) | | | $ | (0.33) | | | | | |
| | | | | | | |
| Weighted average common shares outstanding: | | | | | | | |
| Basic and diluted | 37,623 | | 38,683 | | | | |
| | | | | | | |
BUZZFEED, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited, USD in thousands)
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 |
| Operating activities: | | | |
| Net loss | $ | (15,146) | | | $ | (12,461) | |
| | | |
| | | |
| Adjustments to reconcile net loss to cash provided by operating activities: | | | |
| Depreciation and amortization | 3,698 | | | 4,585 | |
| Unrealized loss (gain) foreign currency | 415 | | | (501) | |
| Stock-based compensation | 1,552 | | | 1,377 | |
| Change in fair value of warrants | (102) | | | (1,234) | |
| | | |
| Amortization of debt discount and deferred issuance costs | 263 | | | 546 | |
| Deferred income tax | (30) | | | 3 | |
| Provision for credit losses | (157) | | | (129) | |
| | | |
| | | |
| Noncash lease expense | 4,039 | | | 4,716 | |
| | | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable | 15,350 | | | 13,131 | |
| Prepaid expenses and other current assets and prepaid expenses and other assets | (1,949) | | | (3,163) | |
| Film costs | 153 | | | — | |
| Accounts payable | 559 | | | (6,886) | |
| Accrued compensation | 1,667 | | | 1,372 | |
| Accrued expenses, other current liabilities, and other liabilities | (1,565) | | | 4,277 | |
| Lease liabilities | (5,169) | | | (5,952) | |
| Deferred revenue | (893) | | | 1,663 | |
| Cash provided by operating activities | 2,685 | | | 1,344 | |
| | | |
| | | |
| | | |
| Investing activities: | | | |
| Capital expenditures | (244) | | | (388) | |
| Capitalization of internal-use software | (3,953) | | | (3,128) | |
| Business combination, net of cash acquired | — | | | (233) | |
| Proceeds from sale of asset | 75 | | | 300 | |
| Cash used in investing activities | (4,122) | | | (3,449) | |
| | | |
| | | |
| | | |
| Financing activities: | | | |
| | | |
| Borrowings from film financing arrangements | 421 | | | — | |
| | | |
| Payment on Convertible Notes | — | | | (285) | |
| Payment of consent solicitation fees | — | | | (2,089) | |
| | | |
| Payment of film financing arrangements for feature films | (218) | | | — | |
| Payment of Term Loan's debt issuance / modification costs | (280) | | | — | |
| | | |
| | | |
| Payment for shares withheld for employee taxes | (10) | | | (25) | |
| Payment of at-the-market offering issuance costs, net | (69) | | | (55) | |
| | | |
| | | |
| Cash used in financing activities | (156) | | | (2,454) | |
| Effect of currency translation on cash and cash equivalents | (26) | | | 237 | |
| Net decrease in cash and cash equivalents | (1,619) | | | (4,322) | |
| Cash and cash equivalents and restricted cash at beginning of period | 27,739 | | | 38,648 | |
| Cash and cash equivalents and restricted cash at end of period | $ | 26,120 | | | $ | 34,326 | |
BUZZFEED, INC.
Reconciliation of GAAP to Non-GAAP
(Unaudited, USD in thousands)
| | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | |
| | | | | 2026 | | 2025 | | | | |
| Net loss | | | | | $ | (15,146) | | | $ | (12,461) | | | | | |
| Income tax (benefit) provision | | | | | (112) | | | 80 | | | | | |
| Interest expense, net | | | | | 1,537 | | | 1,171 | | | | | |
| Other expense (income), net | | | | | 347 | | | (1,298) | | | | | |
| Depreciation and amortization | | | | | 3,698 | | | 4,585 | | | | | |
| Stock-based compensation | | | | | 1,552 | | | 1,377 | | | | | |
| Change in fair value of warrant liabilities | | | | | (102) | | | (1,234) | | | | | |
| | | | | | | | | | | |
Restructuring(1) | | | | | 329 | | | 1,886 | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Amortization of capitalized interest for content(2) | | | | | 78 | | | — | | | | | |
| Adjusted EBITDA | | | | | $ | (7,819) | | | $ | (5,894) | | | | | |
| Adjusted EBITDA margin | | | | | (24.8) | % | | (16.4) | % | | | | |
Net loss as a percentage of revenue(3) | | | | | (48.0) | % | | (34.6) | % | | | | |
________________________________
(1) 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.
(2) Reflects the non-cash amortization of interest costs that were capitalized as part of capitalized film costs; this add-back aligns the treatment of capitalized interest with the exclusion of interest expense from Adjusted EBITDA.
(3) Net loss as a percentage of revenue is included as the most comparable GAAP measure to Adjusted EBITDA margin, which is a non-GAAP measure.
