BuzzFeed (NASDAQ: BZFD) sells $120M in stock, handing AFD majority control

Rhea-AI Filing Summary

BuzzFeed, Inc. agreed to a major financing and ownership change, selling 40,000,000 new Class A shares to Allen Family Digital (AFD) at $3.00 per share for $120 million, including $20 million in cash and a $100 million five-year secured promissory note.

After closing, AFD is expected to own about 52% of BuzzFeed’s Class A stock, gaining the right to appoint a majority of board members under a Director Appointment Agreement. Jonah Peretti will convert all 1,309,354 Class B shares into Class A, reducing his beneficial ownership to roughly low single digits.

Peretti resigned as Chief Executive Officer and Chairman effective at closing, will remain on the board as a Class I director, and is expected to become President of BuzzFeed AI. The board will expand from four to eight directors at closing, then to nine after the 2026 annual meeting.

Positive

• $120 million capital infusion via 40,000,000 new Class A shares at $3.00 per share, including $20 million in immediate cash and a $100 million secured promissory note, materially strengthens BuzzFeed’s funding base.
• AFD strategic involvement and board representation, with the right to appoint multiple directors after acquiring about 52% of Class A stock, may provide additional resources and oversight for BuzzFeed’s next phase.

Negative

• Significant dilution and loss of control as Class A shares nearly double pro forma and Allen Family Digital is expected to own about 52% of the class, shifting effective control away from prior holders.
• Leadership transition risk with Jonah Peretti resigning as Chief Executive Officer and Chairman effective at closing, while moving to a new role and changing the board structure.

Insights

Equity & governance analyst

BuzzFeed trades control to AFD for $120M in new capital.

The agreement issues $120.0 million of new Class A stock to Allen Family Digital, split between $20.0 million in cash and a $100.0 million five-year secured promissory note. This nearly doubles Class A shares, from 36,296,018 to a pro forma 77,605,372.

Post-closing, AFD is expected to hold about 52% of Class A, with rights to appoint up to a majority of directors depending on ownership levels, while Jonah Peretti, LLC and affiliated holdings drop to low-single-digit percentages. This represents a clear shift from founder-influenced control toward AFD.

The transaction also restructures leadership: Peretti resigns as CEO and Chair effective at closing but remains a director and is expected to lead BuzzFeed AI. Future filings around and after the May 26, 2026 expected closing should clarify actual ownership, board composition, and any performance of the $100.0 million promissory note.

Key Figures

New shares issued: 40,000,000 shares Issue price: $3.00 per share Total consideration: $120.0 million +5 more

8 metrics

New shares issued 40,000,000 shares Class A Common Stock sold to Allen Family Digital at closing

Issue price $3.00 per share Purchase price for each new Class A share

Total consideration $120.0 million Aggregate value of the stock purchase agreement

Cash at closing $20.0 million Cash portion of consideration paid to BuzzFeed at closing

Promissory note $100.0 million Five-year secured promissory note issued as part of consideration

Pro forma Class A shares 77,605,372 shares Class A outstanding after transaction and Class B conversion (Jonah Peretti, LLC calc)

AFD post-deal stake 52% of Class A Expected beneficial ownership after transaction closes

Peretti LLC conversion 1,309,354 shares Class B shares converted into Class A at closing

Key Terms

Stock Purchase Agreement, Promissory Note, Director Appointment Agreement, beneficially owned, +2 more

6 terms

Stock Purchase Agreement financial

"the Issuer entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Allen Family Digital, LLC"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

Promissory Note financial

"a five-year secured promissory note (the "Promissory Note") in the principal amount of $100.0 million"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

Director Appointment Agreement financial

"entered into a Director Appointment Agreement (the "Director Appointment Agreement"), pursuant to which, effective as of the Closing, the Board will be expanded"

beneficially owned financial

"would beneficially own approximately 52% of the Issuer's outstanding Class A Common Stock"

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.

irrevocable proxy financial

"has been granted an irrevocable proxy by Johnson BF, LLC and John S. Johnson, III for voting power"

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.

Rule 13d-3 regulatory

"The percentage reported in row 13 is calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934"

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

BuzzFeed, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 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
212-277-400

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

05/11/2026

(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)

3.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1)The amount in rows 8 and 10 represents shares of Class B Common Stock, which are convertible into shares of the Issuer's Class A Common Stock at any time at the election of the holder on a one-for-one basis. All Class B 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. (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 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 its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the Securities and Exchange Commission on May 11, 2026 (the "3/31/26 10-Q"). On May 11, 2026, BuzzFeed, Inc. (the "Issuer") entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Allen Family Digital, LLC ("AFD"), pursuant to which the Issuer agreed to issue and sell to AFD 40,000,000 shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock") (the "Transaction"), the closing of which (the "Closing") is expected to occur on or around May 26, 2026 (the "Closing Date"). Giving pro forma effect to the Stock Purchase Agreement, the total number of shares of Class A Common Stock outstanding would be 77,605,372, and Jonah Peretti, LLC would beneficially own approximately 1.7% of the Class A Common Stock outstanding.

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 2,358,415.00
9	Sole Dispositive Power 311,693.00
10	Shared Dispositive Power 1,309,354.00

11

Aggregate amount beneficially owned by each reporting person

2,670,108.00

12

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

13

Percent of class represented by amount in Row (11)

7.0 %

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 B Common Stock, which are convertible into shares of the Issuer's Class A Common Stock at any time at the election of the holder on a one-for-one basis. All Class B 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. (2) With respect to the amount in row 11, Jonah Peretti has been granted an irrevocable proxy by Johnson BF, LLC and John S. Johnson, III for voting power of an aggregate total of 1,049,061 shares of Class A Common Stock included in this total. 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, concerning the ability of Jonah Peretti to direct the vote of the shares held by Johnson BF, LLC and John S. Johnson, III (the "Holder Voting Agreement"). In connection with the Transaction, the Holder Voting Agreement was terminated, effective as of the Closing. (3) The amount in row 11 includes (i) an aggregate 1,049,061 of the Issuer's Class A Common Stock held in connection with the Holder Voting Agreement; (ii) 1,309,354 shares of the Issuer's Class B Common Stock; (iii) an aggregate of 35,694 RSUs which vested on February 24, 2026 and May 1, 2026; and (iv) 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 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 0.00
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)

2.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) With respect to row 10 Johnson BF, LLC and John S. Johnson, III have granted an irrevocable proxy to Jonah Peretti for voting power of an aggregate total of 1,049,061 shares of Class A Common Stock beneficially owned by the Reporting Persons, which amount includes the shares reported in row 11, above. In connection with the Transaction, the Holder Voting Agreement was terminated, effective as of the Closing. 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, concerning the ability of Jonah Peretti to direct the vote of the shares held by Johnson BF, LLC and John S. Johnson, III. (2) With respect to row 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. (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 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 Johnson BF, LLC's beneficial ownership would be 77,605,372, and Johnson BF, LLC would beneficially own approximately 1.3% of the Class A Common Stock outstanding.

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 0.00
8	Shared Voting Power 0.00
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)

2.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) With respect to row 10 Johnson BF, LLC and John S. Johnson, III have granted an irrevocable proxy to Jonah Peretti for voting power of an aggregate total of 1,049,061 shares of Class A Common Stock beneficially owned by the Reporting Persons. 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, concerning the ability of Jonah Peretti to direct the vote of the shares held by Johnson BF, LLC and John S. Johnson, III. In connection with the Transaction, the Holder Voting Agreement was terminated, effective as of the Closing. (2) With respect to row 11 this number respresents 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. (3) 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. (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 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. Johnson's beneficial ownership would be 77,605,372, and Mr. Johnson would beneficially own approximately 1.4% of the Class A Common Stock outstanding.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.001 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: Copy to: Michael Levitt, Esq. Paul K. Humphreys, Esq. Freshfields US LLP 3 World Trade Center 175 Greenwich Street, 51st Floor New York, NY 10007 (212) 277-4000
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 11, 2026, the Issuer entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Allen Family Digital, LLC ("AFD"), pursuant to which the Issuer agreed to issue and sell to AFD 40,000,000 shares of 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") comprised of (i) $20.0 million in cash to be paid to the Issuer at closing of the Transaction (the "Closing") and (ii) a five-year secured promissory note (the "Promissory Note") in the principal amount of $100.0 million. The Transaction is expected to close on or around May 26, 2026 (the "Closing Date"). In connection with the Transaction, Jonah Peretti, LLC agreed to convert all 1,309,354 of its shares of the Issuer's Class B Common Stock into Class A Common Stock effective as of the Closing (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), Jonah Peretti, LLC would beneficially own approximately 2.1% of the Issuer's outstanding Class A Common Stock and none of the Issuer's outstanding Class B Common Stock and AFD would beneficially own approximately 52% of the Issuer's outstanding Class A Common Stock. Also on May 11, 2026, the Issuer, AFD and Jonah Peretti, LLC entered into a Director Appointment Agreement (the "Director Appointment Agreement"), pursuant to which, effective as of the Closing, the Board will be expanded from four to eight directors and, following the 2026 annual meeting of the Issuer's shareholders (the "2026 Annual Meeting"), to nine directors with three directors serving in each class. Pursuant to the Director Appointment Agreement, (i) AFD has the right to appoint (A) five directors as of the Closing and one additional director following the 2026 Annual Meeting provided AFD beneficially owns more than 40% of the Issuer's then-outstanding common stock and (B) a majority of the directors provided AFD beneficially owns less than 40% but equal to or more than 20% of the Issuer's then-outstanding common stock and (ii) 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 Issuer is required to have a majority of independent directors pursuant to applicable listing rules, Mr. Peretti's appointee will be required to be independent. In addition, each of AFD and Jonah Peretti, LLC has agreed pursuant to the Director Appointment Agreement to vote all shares of Issuer common stock beneficially owned by such party in favor of the other party's director nominees. In connection with the Transaction, the Holder Voting Agreement among Jonah Peretti, Johnson BF, LLC and John S. Johnson, III is expected to terminate, effective as of the Closing. The foregoing descriptions of the Stock Purchase Agreement, the Promissory Note and the Director Appointment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Stock Purchase Agreement, the Promissory Note and the Director Appointment Agreement, copies of which are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this Amendment No. 2 and are incorporated herein by reference. The information provided and incorporated by reference in Item 4 of the Schedule 13D is hereby incorporated by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented to add the following: Exhibit 99.1: Stock Purchase Agreement, dated May 11, 2026, between BuzzFeed, Inc. and Allen Family Digital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on May 11, 2026). Exhibit 99.2: Form of Promissory Note (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on May 11, 2026). Exhibit 99.3: Director Appointment Agreement, dated May 11, 2026, by and among BuzzFeed, Inc., Allen Family Digital, LLC, and Jonah Peretti (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on May 11, 2026).

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:	05/13/2026

Jonah Peretti

Signature:	/s/ Jonah Peretti
Name/Title:	Jonah Peretti
Date:	05/13/2026

Johnson BF, LLC

Signature:	/s/ John S. Johnson, III
Name/Title:	John S. Johnson, III, Authorized Person
Date:	05/13/2026

John S. Johnson, III

Signature:	/s/ John S. Johson, III
Name/Title:	John S. Johnson, III
Date:	05/13/2026

FAQ

What major transaction did BuzzFeed (BZFD) enter into with Allen Family Digital?

BuzzFeed agreed to sell 40,000,000 new Class A shares to Allen Family Digital at $3.00 per share for $120 million. Consideration includes $20 million in cash at closing and a $100 million five-year secured promissory note, significantly increasing outstanding Class A shares.

How will the Allen Family Digital deal affect BuzzFeed (BZFD) ownership?

After issuing 40,000,000 new Class A shares, BuzzFeed expects Allen Family Digital to beneficially own about 52% of outstanding Class A stock. This majority stake gives Allen Family Digital substantial influence over shareholder votes and board composition, reshaping control of the company.

What leadership changes are tied to this BuzzFeed (BZFD) transaction?

In connection with the transaction, Jonah Peretti resigned as Chief Executive Officer and Chairman on May 11, 2026, effective at closing. He will remain on the board as a Class I director and is expected to transition into a new role as President of BuzzFeed AI.

How is BuzzFeed’s board structure changing under the Allen Family Digital agreement?

The Director Appointment Agreement expands BuzzFeed’s board from four to eight directors at closing, then to nine after the 2026 annual meeting. Allen Family Digital can appoint up to six directors initially, while Jonah Peretti, LLC has the right to appoint one director, subject to independence rules later.

What happens to Jonah Peretti’s BuzzFeed (BZFD) shareholdings in this filing?

Jonah Peretti, LLC agreed to convert all 1,309,354 Class B shares into Class A at closing. Pro forma calculations in the filing show his beneficial ownership dropping to a low single-digit percentage of Class A stock as overall outstanding shares nearly double.

How many BuzzFeed (BZFD) shares will be outstanding after the Allen Family Digital deal?

The filing states 36,296,018 Class A shares were outstanding as of May 5, 2026, before the deal. Giving pro forma effect to issuing 40,000,000 new shares and the Class B conversion, the total Class A outstanding would be 77,605,372 according to the ownership calculations provided.