BuzzFeed (BZFD) ownership and CEO role shift after 40M-share deal

Rhea-AI Filing Summary

BuzzFeed, Inc. (BZFD) major holders report reduced ownership after a large equity issuance. The company issued 40,000,000 shares of Class A common stock to Allen Family Digital, LLC, significantly increasing total Class A shares outstanding. As a result, the reporting group (Jonah Peretti, LLC, Jonah Peretti, Johnson BF, LLC and John S. Johnson III) each now beneficially owns a small single‑digit stake and has ceased to be a more‑than‑5% holder.

Jonah Peretti, LLC reports beneficial ownership of 1,309,354 Class A shares, or 1.7% of the class. Jonah Peretti individually reports beneficial ownership of 1,621,047 Class A shares, or 2.0%, including RSUs and vested options. Johnson BF, LLC and John S. Johnson III each report beneficial ownership of 1,041,195 and 1,049,061 Class A shares, respectively, or about 1.3% each.

In connection with the transaction, Jonah Peretti resigned as Chief Executive Officer and Chairman of the Board effective at closing, will remain on the Board as a Class I director, and is expected to take a new role as President of BuzzFeed AI. An existing Holder Voting Agreement and the irrevocable proxy granted to Peretti over 1,049,061 Johnson‑affiliated shares were terminated at closing. This amendment is designated as the final Schedule 13D amendment and functions as an exit filing for the reporting persons.

Insights

Equity ownership and governance analyst

Large new investor dilutes prior control holders and coincides with a CEO role change.

The issuance of 40,000,000 Class A shares to Allen Family Digital, LLC meaningfully expands BuzzFeed’s equity base. The prior reporting group’s stakes drop to low single digits, with Jonah Peretti at 2.0% beneficial ownership. This ends their status as >5% holders.

The filing also discloses that Jonah Peretti resigned as Chief Executive Officer and Chairman effective at the transaction closing, remaining on the Board and expected to become President of BuzzFeed AI. This marks a notable shift from founder-style leadership toward a structure where a new large shareholder holds substantial influence.

The termination of the Holder Voting Agreement and the irrevocable proxy over 1,049,061 Johnson-affiliated shares removes a concentrated voting block previously aligned with Peretti. Subsequent company disclosures may clarify how Allen Family Digital’s position and Peretti’s new role affect strategic direction and governance balance.

Key Figures

New shares issued: 40,000,000 shares Peretti LLC stake: 1,309,354 shares (1.7%) Jonah Peretti total stake: 1,621,047 shares (2.0%) +5 more

8 metrics

New shares issued 40,000,000 shares Class A common stock sold to Allen Family Digital, LLC

Peretti LLC stake 1,309,354 shares (1.7%) Class A beneficially owned by Jonah Peretti, LLC

Jonah Peretti total stake 1,621,047 shares (2.0%) Class A beneficial ownership including RSUs and options

Johnson BF, LLC stake 1,041,195 shares (1.3%) Class A beneficially owned via Johnson BF, LLC

Johnson individual stake 1,049,061 shares (1.3%) Class A beneficially owned by John S. Johnson III

Class A shares outstanding 78,983,041 shares Issuer’s Class A outstanding as of May 26, 2026

Class B shares outstanding 33,355 shares Issuer’s Class B outstanding as of May 26, 2026

Peretti RSUs and options 35,694 RSUs; 275,999 options Awards vested in 2026 included in beneficial ownership

Key Terms

beneficially owned, Rule 13d-3, irrevocable proxy, Holder Voting Agreement, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 1,621,047.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Rule 13d-3 regulatory

"The percentage reported in row 13 is calculated in accordance with Rule 13d-3 of the Securities Exchange Act"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

irrevocable proxy regulatory

"the irrevocable proxy granted by the Johnson Parties for voting power of such shares was terminated"

An irrevocable proxy is a legal authorization in which a shareholder gives another person or entity the permanent right to vote their shares and cannot later take that voting permission back. It matters to investors because it locks who controls voting power on key issues—like board elections, mergers, or major policy changes—so it can change corporate control and influence the value or direction of an investment much like handing someone an unchangeable voting card.

Holder Voting Agreement regulatory

"See description of the Holder Voting Agreement in Item 6 (Contracts, Arrangements, Understandings or Relationships)"

Stock Conversion financial

"effective as of the Closing (the "Stock Conversion")"

exit filing regulatory

"constitutes an exit filing for the Reporting Persons"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

BuzzFeed, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

12430A300

(CUSIP Number)

David Arroyo, Esq.
c/o BuzzFeed, Inc., 50 West 23rd Street
New York, NY, 10010
646-397-2039

Michael Levitt, Esq.
Freshfields US LLP, 175 Greenwich Street, 51st Floor
New York, NY, 10007
212-277-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 12430A300

1

Name of reporting person

Jonah Peretti, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,309,354.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,309,354.00

11

Aggregate amount beneficially owned by each reporting person

1,309,354.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) The amount in rows 8, 10 and 11 represents shares of Class A Common Stock. All of the shares of Class A Common Stock held by Jonah Peretti, LLC may be deemed to be beneficially owned by Jonah Peretti as the sole member of Jonah Peretti, LLC. On May 26, 2026, Jonah Peretti, LLC converted all 1,309,354 shares of its Class B Common Stock, which are convertible into shares of Class A Common Stock at any time at the election of the holder on a one-for-one basis, into 1,309,354 shares of Class A Common Stock. (2) The percentage reported in row 13 is calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 (as amended, the "Act") based on: (i) the aggregate number of securities beneficially owned by the Reporting Person; plus (ii) the number of securities, if any, that the Reporting Person has a right to acquire within 60 days of May 26, 2026. An aggregate of: (i) 78,983,041 shares of Class A Common Stock; (ii) 33,355 shares of Class B Common Stock; and (iii) no shares of Class C Common Stock were outstanding as of May 26, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2026.

SCHEDULE 13D

CUSIP Number(s): 12430A300

1

Name of reporting person

Jonah Peretti

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 311,693.00
8	Shared Voting Power 1,309,354.00
9	Sole Dispositive Power 311,693.00
10	Shared Dispositive Power 1,309,354.00

11

Aggregate amount beneficially owned by each reporting person

1,621,047.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The amount in rows 8 and 10 represents shares of Class A Common Stock held by Jonah Peretti, LLC, which may be deemed to be beneficially owned by Jonah Peretti as the sole member of Jonah Peretti, LLC. On May 26, 2026, Jonah Peretti, LLC converted all 1,309,354 shares of its Class B Common Stock, which are convertible into shares of Class A Common Stock at any time at the election of the holder on a one-for-one basis, into 1,309,354 shares of Class A Common Stock. (2) The amount in rows 8, 10 and 11 do not include an aggregate total of 1,049,061 shares of Class A Common Stock held by Johnson BF, LLC and John S. Johnson, III (the "Johnson Parties"). On May 26, 2026, the irrevocable proxy granted by the Johnson Parties for voting power of such shares was terminated. See description of the Holder Voting Agreement in Item 6 (Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer) (the "Holder Voting Agreement") of the Schedule 13D, as amended hereby. (3) The amount in row 11 includes (i) 1,309,354 shares of the Issuer's Class A Common Stock; (ii) an aggregate of 35,694 RSUs which vested on February 24, 2026 and May 1, 2026; and (iii) an aggregate of 275,999 options to purchase Class A Common Stock which vested on February 1, 2026 and May 1, 2026. (4) The percentage reported in row 13 is calculated in accordance with Rule 13d-3 of the Act based on: (i) the aggregate number of securities beneficially owned by the Reporting Person plus (ii) the number of securities, if any, that the Reporting Person has a right to acquire within 60 days of May 26, 2026, which shall be treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. An aggregate of: (i) 78,983,041 shares of Class A Common Stock; (ii) 33,355 shares of Class B Common Stock; and (iii) no shares of Class C Common Stock were outstanding as of May 26, 2026, as reported by the Issuer in a Form 8-K filed on May 27, 2026. securities beneficially owned by the Reporting Person assuming conversion of the Class B Common Stock into Class A Common Stock (and excluding the conversion of shares of Class B Common Stock held by other persons); plus (ii) the number of securities, if any, that the Reporting Person has a right to acquire within 60 days of May 11, 2026, which shall be treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. An aggregate of: (i) 36,296,018 shares of Class A Common Stock; (ii) 1,342,709 shares of Class B Common Stock; and (iii) no shares of Class C Common were outstanding as of May 6, 2026, as reported by the Issuer in the 3/31/26 10-Q. In connection with the Stock Purchase Agreement, the Issuer agreed to issue and sell to AFD 40,000,000 shares Class A Common Stock. Giving pro forma effect to the Stock Purchase Agreement, the total number of shares of Class A Common Stock outstanding for purposes of calculating Mr. Peretti's beneficial ownership would be 77,917,065, and Mr. Peretti would beneficially own approximately 2.1% of the Class A Common Stock outstanding.

SCHEDULE 13D

CUSIP Number(s): 12430A300

1

Name of reporting person

Johnson BF, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,041,195.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,041,195.00

11

Aggregate amount beneficially owned by each reporting person

1,041,195.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) With respect to rows 8, 10 and 11, this number represents shares of Class A Common Stock. All Class A Common Stock held by Johnson BF, LLC may be deemed to be beneficially owned by John S. Johnson, III as the sole member of Johnson BF, LLC. (2) With respect to the amount in rows 8, 10 and 11, on May 26, 2026, the irrevocable proxy granted by the Johnson Parties to Jonah Peretti for voting power of an aggregate total of 1,049,061 shares of Class A Common Stock held by the Johnson Parties was terminated. See description of the Holder Voting Agreement in Item 6 (Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer) of the Schedule 13D, as amended hereby. (3) The percentage reported in row 13 is calculated in accordance with Rule 13d-3 of the Act based on: (i) the aggregate number of securities beneficially owned by the Reporting Person; plus (ii) the number of securities, if any, that the Reporting Person has a right to acquire within 60 days of May 26, 2026, which shall be treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. An aggregate of: (i) 78,983,041 shares of Class A Common Stock; (ii) 33,355 shares of Class B Common Stock; and (iii) no shares of Class C Common Stock were outstanding as of May 26, 2026, as reported by the Issuer in a Form 8-K on May 27, 2026.

SCHEDULE 13D

CUSIP Number(s): 12430A300

1

Name of reporting person

John S. Johnson, III

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,866.00
8	Shared Voting Power 1,041,195.00
9	Sole Dispositive Power 7,866.00
10	Shared Dispositive Power 1,041,195.00

11

Aggregate amount beneficially owned by each reporting person

1,049,061.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) With respect to rows 8, 10 and 11, this number represents 1,041,195 shares of Class A Common Stock indirectly held by the Reporting Person through Johnson BF, LLC. All Class A Common Stock held by Johnson BF, LLC may be deemed to be beneficially owned by John S. Johnson, III as the sole member of Johnson BF, LLC. (2) With respect to the amount in rows 8, 10 and 11, on May 26, 2026, the irrevocable proxy granted by the Johnson Parties to Jonah Peretti for voting power of an aggregate total of 1,049,061 shares of Class A Common Stock held by the Johnson Parties was terminated. See description of the Holder Voting Agreement in Item 6 (Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer) of the Schedule 13D, as amended hereby. (3) The percentage reported in row 13 is calculated in accordance with Rule 13d-3 of the Act based on: (i) the aggregate number of securities beneficially owned by the Reporting Person; plus (ii) the number of securities, if any, that the Reporting Person has a right to acquire within 60 days of May 26, 2026, which shall be treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. An aggregate of: (i) 78,983,041 shares of Class A Common Stock; (ii) 33,355 shares of Class B Common Stock; and (iii) no shares of Class C Common Stock were outstanding as of May 26, 2026, as reported by the Issuer in a Form 8-K filed on May 27, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: BuzzFeed, Inc.
(c)	Address of Issuer's Principal Executive Offices: David Arroyo, Esq., c/o BuzzFeed, Inc., 50 West 23rd Street, New York, NEW YORK , 10010.
Item 1 Comment: Explanatory Note The following constitutes Amendment No. 3 ("Amendment No. 3") to the Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission ("SEC") by Jonah Peretti, LLC, Jonah Peretti, Johnson BF, LLC and John S. Johnson, III (collectively, the "Reporting Persons") on December 13, 2021 and subsequently amended by Amendment No. 1 on December 7, 2023 ("Amendment No. 1") and Amendment No. 2 on May 13, 2026 ("Amendment No. 2"). This Amendment No. 3 amends and supplements the Original Schedule 13D as amended by Amendment No. 1 and Amendment No. 2 (as so amended, the "Schedule 13D") as specifically set forth herein. This Amendment No. 3 does not restate disclosures in the Schedule 13D that are not being amended and should be read in conjunction with the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. This Amendment No. 3 relates to the Class A Common Stock of BuzzFeed, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 3 is being filed to report the effects resulting from the closing on May 26, 2026 (the "Closing") of the sale of 40,000,000 shares of Class A Common Stock to Allen Family Digital, LLC (the "Transaction"). As a result of the Closing of the Transaction, the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Class A Common Stock of the Issuer. As such, the filing of this Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 2.	Identity and Background
(c)	Item 2(c) of the Schedule 13D is hereby amended and restated as follows: (c) In connection with the Transaction (as defined in Item 6), Jonah Peretti resigned as Chief Executive Officer and Chairman of the Board on May 11, 2026, effective as of the Closing (as defined in Item 6). 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.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the below: The information provided and incorporated by reference in Item 6 of the Schedule 13D is hereby incorporated by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the below: On May 26, 2026, the Issuer issued and sold 40,000,000 shares of Class A Common Stock to Allen Family Digital, LLC. In connection with the Transaction, Jonah Peretti, LLC converted all 1,309,354 of its shares of Class B Common Stock into Class A Common Stock effective as of the Closing (the "Stock Conversion"). In connection with the Transaction, the Holder Voting Agreement among Jonah Peretti, Johnson BF, LLC and John S. Johnson, III terminated, effective as of the Closing. The information provided and incorporated by reference in Items 2 and 4 of the Schedule 13D is hereby incorporated by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jonah Peretti, LLC

Signature:	/s/ Jonah Peretti
Name/Title:	Jonah Peretti, Authorized Person
Date:	05/28/2026

Jonah Peretti

Signature:	/s/ Jonah Peretti
Name/Title:	Jonah Peretti
Date:	05/28/2026

Johnson BF, LLC

Signature:	/s/ John S. Johnson, III
Name/Title:	John S. Johnson, III, Authorized Person
Date:	05/28/2026

John S. Johnson, III

Signature:	/s/ John S. Johson, III
Name/Title:	John S. Johnson, III
Date:	05/28/2026

FAQ

How did BuzzFeed (BZFD) ownership change in this Schedule 13D/A amendment?

The amendment shows major holders’ stakes falling to low single digits after a new share issuance. Jonah Peretti now beneficially owns 1,621,047 Class A shares, or 2.0%, and the reporting group no longer holds more than five percent of BuzzFeed’s Class A stock.

What transaction triggered this Schedule 13D/A filing for BuzzFeed (BZFD)?

The filing was triggered by BuzzFeed issuing and selling 40,000,000 shares of Class A common stock to Allen Family Digital, LLC. This large issuance changed the company’s ownership structure and reduced the relative stakes of existing significant holders in the Class A common stock.

What is Jonah Peretti’s current beneficial ownership in BuzzFeed (BZFD)?

Jonah Peretti reports beneficial ownership of 1,621,047 Class A shares, representing 2.0% of the class. This includes 1,309,354 shares held through Jonah Peretti, LLC plus vested RSUs and options, calculated under Rule 13d‑3 using the issuer’s reported share counts as of May 26, 2026.

How many BuzzFeed (BZFD) shares does Allen Family Digital, LLC hold after the transaction?

Allen Family Digital, LLC acquired 40,000,000 shares of BuzzFeed Class A common stock in the described transaction. The filing focuses on the reporting group’s ownership but identifies this issuance as the key event changing overall share ownership and voting dynamics at the company.

What leadership changes at BuzzFeed (BZFD) are disclosed in this amendment?

The amendment states that Jonah Peretti resigned as Chief Executive Officer and Chairman of the Board in connection with the transaction, effective at closing. He will remain on the Board as a Class I director and is expected to take a new role as President of BuzzFeed AI.

What happened to the Holder Voting Agreement related to BuzzFeed (BZFD) shares?

In connection with the transaction’s closing, the Holder Voting Agreement among Jonah Peretti, Johnson BF, LLC and John S. Johnson III terminated. The irrevocable proxy over 1,049,061 Johnson-affiliated Class A shares granted to Peretti for voting power was also terminated as of May 26, 2026.

What are the updated share counts outstanding for BuzzFeed (BZFD) common stock?

As of May 26, 2026, the issuer reported 78,983,041 Class A shares and 33,355 Class B shares outstanding, with no Class C shares. These figures are used in Rule 13d‑3 calculations to determine each reporting person’s percentage ownership of BuzzFeed’s equity securities.