BuzzFeed (NASDAQ: BZFD) investor diluted below 5% after $120M share sale

Rhea-AI Filing Summary

Edge One Capital Management LLC and Varun Gupta filed Amendment No. 1 to their Schedule 13D on BuzzFeed to report that they are no longer 5% holders. Their stake was diluted after BuzzFeed issued and sold 40,000,000 shares of Class A common stock to Allen Family Digital, LLC at $3.00 per share, for total consideration of $120.0 million, in a private transaction exempt from registration. As of May 26, 2026, the reporting persons beneficially own 2,006,891 shares, representing approximately 2.54% of BuzzFeed’s Class A common stock, based on 78,983,041 shares outstanding. This amendment is designated as a final, exit filing for these holders.

Insights

Equity ownership and reporting analyst

Exit 13D reflects dilution from BuzzFeed’s $120M stock sale.

The filing shows Edge One Capital Management LLC and Varun Gupta moving below the 5% ownership threshold in BuzzFeed after a sizable new equity issuance. Their position remains 2,006,891 shares, now only 2.54% of the Class A common stock.

The key driver is BuzzFeed’s Stock Purchase Agreement with Allen Family Digital, LLC for 40,000,000 shares at $3.00 per share, totaling $120.0 million. This increased the share count to 78,983,041 Class A shares as of May 26, 2026, diluting existing holders’ percentages.

The amendment is explicitly described as a final, exit filing under Schedule 13D rules, indicating these investors no longer have reporting obligations as 5% holders. Future ownership and governance dynamics will depend on how BuzzFeed and its new investor use the capital from this transaction.

Key Figures

BuzzFeed shares issued: 40,000,000 shares Issue price: $3.00 per share Transaction value: $120.0 million +4 more

7 metrics

BuzzFeed shares issued 40,000,000 shares Shares of Class A common stock sold to Allen Family Digital, LLC

Issue price $3.00 per share Purchase price per BuzzFeed Class A share in the Stock Purchase Agreement

Transaction value $120.0 million Aggregate consideration for BuzzFeed’s 40,000,000 newly issued shares

Edge One stake 2,006,891 shares BuzzFeed Class A shares beneficially owned by each reporting person

Ownership percentage 2.54% Portion of BuzzFeed Class A common stock held by the reporting persons

Shares outstanding 78,983,041 shares BuzzFeed Class A common stock outstanding as of May 26, 2026

Schedule 13D status Final exit filing Amendment No. 1 designated as exit filing under Rule 13d-2

Key Terms

Schedule 13D, beneficially owns, Stock Purchase Agreement, exempt from registration, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 1 to ("") relates to the Class A common stock"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owns financial

"The Reporting Persons (as defined below) each beneficially owns as of May 26, 2026 an aggregate of 2,006,891 shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Stock Purchase Agreement financial

"the Company 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.

exempt from registration regulatory

"for aggregate consideration of $120.0 million (the "Transaction"), in a transaction exempt from registration under the Securities Act of 1933"

Current Report on Form 8-K regulatory

"A transaction was disclosed by the Issuer in the Current Report on Form 8-K of BuzzFeed, Inc."

A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.

shared voting power financial

"Shared Voting Power 2,006,891.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 06:17 PM Learn about SEC filing dates

FAQ

Why did Edge One Capital Management file an exit Schedule 13D/A on BuzzFeed (BZFD)?

Edge One Capital Management filed an exit Schedule 13D/A because its beneficial ownership in BuzzFeed fell below 5%. After BuzzFeed issued 40,000,000 new shares to Allen Family Digital, LLC, Edge One’s stake dropped to about 2.54% of the outstanding Class A common stock.

How many BuzzFeed (BZFD) shares does Edge One Capital Management now own?

Edge One Capital Management and Varun Gupta beneficially own 2,006,891 BuzzFeed Class A shares. This holding gives them approximately 2.54% of the company’s Class A common stock, based on 78,983,041 shares outstanding as of May 26, 2026, reported in BuzzFeed’s SEC filings.

What transaction caused dilution of existing BuzzFeed (BZFD) shareholders in this filing?

Dilution came from BuzzFeed’s Stock Purchase Agreement with Allen Family Digital, LLC. The company issued and sold 40,000,000 Class A shares at $3.00 per share, raising $120.0 million. This increased the outstanding share count and reduced existing holders’ ownership percentages, including Edge One’s stake.

What price and total value were involved in BuzzFeed’s stock sale to Allen Family Digital, LLC?

BuzzFeed agreed to sell 40,000,000 Class A shares to Allen Family Digital, LLC at $3.00 per share. This results in aggregate consideration of $120.0 million. The transaction was structured as an issuance exempt from registration under the Securities Act of 1933, as disclosed in the filing.

How many BuzzFeed (BZFD) Class A shares were outstanding for the ownership calculation?

The filing bases all ownership percentages on 78,983,041 BuzzFeed Class A shares outstanding. This share count is stated as of May 26, 2026, and was reported in BuzzFeed’s Annual Report on Form 8-K filed with the SEC on May 27, 2026, according to the disclosure.

Did Edge One Capital Management trade BuzzFeed shares in the 60 days before this Schedule 13D/A?

The filing states that no transactions in BuzzFeed shares were effected by the reporting persons for the benefit of the Edge One funds during the past sixty days. Their reduced ownership percentage results from dilution due to BuzzFeed’s new share issuance, not from recent share sales.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

BuzzFeed

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

12430A300

(CUSIP Number)

Drew G.L. Chapman
Chapman Partners PLLC, 45 Rockefeller Plaza, 20th Floor
New York, NY, 10111
(212) 655-9533

(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

Edge One Capital Management 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,006,891.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,006,891.00

11

Aggregate amount beneficially owned by each reporting person

2,006,891.00

12

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

13

Percent of class represented by amount in Row (11)

2.54 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

All percentage calculations set forth herein are based upon the aggregate of 78,983,041 shares of Class A Common Stock outstanding as of May 26, 2026, as reported in the Issuer's Annual Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 27, 2026.

SCHEDULE 13D

CUSIP Number(s): 12430A300

1

Name of reporting person

Varun Gupta

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)

PF, 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 2,006,891.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,006,891.00

11

Aggregate amount beneficially owned by each reporting person

2,006,891.00

12

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

13

Percent of class represented by amount in Row (11)

2.54 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All percentage calculations set forth herein are based upon the aggregate of 78,983,041 shares of Class A Common Stock outstanding as of May 26, 2026, as reported in the Issuer's Annual Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") 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
(c)	Address of Issuer's Principal Executive Offices: Edge One Capital Management LLC, 4242 Six Forks Road, Ste. 1550, Raleigh, NORTH CAROLINA , 27609.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Schedule 13D") relates to the Class A common stock, par value $0.0001 per share (the "Common Stock"), of BuzzFeed, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 229 West 43rd Street, 10th Floor, New York, NY 10036. The Schedule 13D filed by the Reporting Persons with the SEC on April 1, 2025, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 1. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule. This Amendment No. 1 is the final amendment to the Schedule 13d and is an exit filing for the Reporting Persons.
Item 4.	Purpose of Transaction
	The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented to include the following information: A transaction was disclosed by the Issuer in the Current Report on Form 8-K of BuzzFeed, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") on May 11, 2026 (the "Signing 8-K"), on May 11, 2026, whereby the Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Allen Family Digital, LLC (the "Investor"), an affiliate of Byron Allen's family office, pursuant to which the Company agreed to issue and sell to the Investor, 40,000,000 shares (the "Shares") of the Company's Common Stock, at a purchase price of $3.00 per share of 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 closing of the Transaction occurred on May 26, 2026 (the "Closing"). The Reporting Persons (as defined below) each beneficially owns as of May 26, 2026 an aggregate of 2,006,891 shares of the Common Stock (the "Subject Shares"). Due to the above-referenced Transaction, the Reporting Persons (as defined below) percentage interest in the Issuer was diluted to below 5%, with the Reporting Persons holding as a result thereof 2.54% of the Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	A. Edge One Edge One beneficially owns 2,006,891 Shares. Percentage: Approximately 2.54% B. Gupta Gupta beneficially owns 2,006,891 Shares. Percentage: Approximately 2.54%
(b)	A. Edge One 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,006,891 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,006,891 B. Gupta 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,006,891 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,006,891
(c)	No transactions in the Shares were effected by the Reporting Persons for the benefit of the Edge One Funds during the past sixty days.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement among the Reporting Persons as of May 28, 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.

Edge One Capital Management LLC

Signature:	/s/ Varun Gupta
Name/Title:	Varun Gupta/Managing Member
Date:	05/28/2026

Varun Gupta

Signature:	/s/ Varun Gupta
Name/Title:	Varun Gupta
Date:	05/28/2026

Comments accompanying signature:

Exhibit 99.1 Joint Filing Agreement among the Reporting Persons as of May 28, 2026.