BZFD 10-K & 10-Q changes, risk factors and insider trading

•We may not realize the expected financial and operational benefits of our recently announced restructuring plan,plans, and itsthe implementation may negatively impact our business.

•We previouslyhave identified a material weaknessesweakness in our internal control over financial reporting that continue to exist.reporting. Failure to remediate the material weaknessesweakness in a timely manner or maintain effective internal control over financial reporting may adversely impact our ability to produce timely and accurate financial statements or comply with applicable laws and regulations.

•We have recordedexperienced significantand are exposed to potential impairment charges inon thecertain past and could do so again in the future.assets.

•If we fail to comply with the continued listing requirements of Nasdaq, our common stock may be delisted, the price of our common stock and our ability to access the capital markets could be negatively impacted, and we may be required to purchase our Notes.impacted.

Our business depends on the overall demand for advertising in the markets in which we operate and on the business condition of our current and prospective partners and advertisers. Macroeconomic factors in the U.S. and foreign markets, including adverse economic conditions, general uncertainty about economic recovery or growth, elevated interest rates, high unemployment, and rising inflation,inflation could cause advertisers to reduce their advertising budgets. These macroeconomic factors have adversely affected our advertising and content revenues in 20232023, 2024, and 2024,2025, and we expect these factors will continue to adversely impact our revenue in 2025.2026. Additionally, because of these pressures, certain advertisers may not have the budget for marketing expenditures. Our business may also be negatively impacted by geopolitical concerns, which may result in conservative approaches by advertisers when allocating budgets and ad inventory. Reductions in overall advertising spending as a result of these factors, which are out of our control, or due to the occurrence of unanticipated eventsevents, could result in a decrease in our revenue and potential profit or make it difficult to predict our future performance,performance; any of which could adversely affect our business, results of operations, and financial condition.

•decreases in traffic to, or engagement (including Time SpentSpent, as defined elsewhere within this Annual Report on Form 10-K) with, our brands and content;

Competition for traffic to, and engagement with, our content, products, and services is intense.considerable. We compete against many companies to attract and engage traffic, including companies that have greater financial resources and larger user bases, and companies that offer a variety of Internet and mobile device-based content, products, and services. As a result, our competitors may acquire and engage traffic at the expense of the growth or engagement of our traffic, which would negatively affect our business. We believe that our ability to compete effectively for traffic depends upon many factors both within and beyond our control, including:

•our ability, and the ability of our competitors, to develop measures for traffic, time spentspent, and content engagement on emerging platforms, particularly platforms where no effective measurement tools currently exist;

•the costs of developing and procuring new content,content relative to those of our competitors;

•we may be unable to develop new online or digital content and services that consumers find engaging, that work with a variety of operating systems and networksnetworks, and that achieve a high level of market acceptance;

•there may be changes in sentiment of our traffic about the quality, usefulnessusefulness, or relevance of our existing contentcontent, or concerns related to privacy, security, or other factors;

We continue to direct significant resources to mitigate these potential risks and to create content, and to build, maintain, and evolve our owned and operated properties. This allocation of resources may not achieve the desired results and thus we may not avoid an adverse impact from the outlined risks on our operating results in the near term. In addition, there can be no assurance as to our ability to use new and existing technologies to distinguish our content and services from those of our competitors or to develop in a timely manner compelling new content and services that engage traffic across platforms. If the market for digital advertising deteriorates; develops more slowly than we expect; ceases to shift from traditional advertising methods to digital advertising; experiences a reduction in demand caused by weakening economic conditions, decreases in corporate spending, or a perception that digital advertising is less effective than other media or otherwise, it could reduce demand for our offerings, which could decrease revenue or otherwise adversely affect our business. Further, if we are not successful in responding to changes in technology and consumer behavior, our business, financial conditioncondition, and prospects may be adversely affected.

Further, sustained uncertainty about, or worsening of, current global economic conditions, including the ongoing conflicts in the Middle East and between Russia and Ukraine and between Israel and Hamas and any related sanctions and geopolitical tensions, and further escalation of trade tensions between the U.S. and its trading partners, could result in a global economic slowdown and long-term changes to global trade. Any or all of these factors could adversely affect our advertising revenue, content revenue, and affiliate commerce revenue, and could materially adversely affect our business, results of operations, financial condition, and growth.

If we fail to increase our traffic, or if traffic engagement, including Time Spent,Spent (as defined elsewhere within this Annual Report on Form 10-K), or ad engagement declines, our revenue, business, and operating results may be harmed. Our revenue and overall financial performance has been, and will continue to be, significantly determined by our success in increasing traffic and the overall level of traffic engagement with our content, including Time Spent, as well as increasing the number and quality of ad engagements. We anticipate that our traffic growth rate will slow over time as the level of our traffic increases. To the extent our traffic growth rate slows, our success will become increasingly dependent on our ability to increase levels of ad engagement on our platforms. If people do not perceive our content to be useful, reliable, and entertaining, we may not be able to attract traffic or increase the frequency of engagement, and Time Spent, on our websites and applications and with the ads that we display. There is no guarantee that we will not experience a similar erosion of our engagement levels, including Time Spent, as our traffic growth rate slows.

Further, maintaining and enhancing our brands is an important aspect of our efforts to attract and expand our traffic. Much of our new traffic is referred to us by our existing traffic. Maintaining and enhancing our brands will depend largely on our ability to continue to provide high-quality, entertaining, useful, reliable, relevant, and innovative content, which we may not do successfully. We may introduce new content, products, or terms of service or policies that our traffic, partnerspartners, or advertisers do not like, which may negatively affect our brand. We will also continue to experience media, legislative, and regulatory scrutiny of our content, which may adversely affect our reputation and brands. Maintaining and enhancing our brands may require us to make substantial investments and these investments may not be successful. A number of additional factors could potentially negatively affect our traffic growth and engagement, including Time Spent, including if:

We may introduce significant changes to our existing content. The success of our new content depends substantially on consumer tastes and preferences that change in often unpredictable ways. If this new content fails to engage traffic and advertisers, we may fail to generate sufficient revenue or operating profit to justify our use of resources, and our business and operating results could be adversely affected. In addition, we have launched, and expect to continue to launch, strategic initiatives, which do not yet generate material revenue, but which we believe will enhance our attractiveness to traffic and advertisers. In the future, we may invest in new content, products, servicesservices, and initiatives to generate revenue, but there is no guarantee these approaches will be successful or that the costs associated with these efforts will not exceed the revenue generated. If our strategic initiatives do not enhance our ability to monetize our existing content or enable us to develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover any associated development costs and our operating results could be adversely affected.

BuzzFeed is a premier digital media company. Across entertainment, news, food, pop culture, entertainment, shopping, food, and commerce,news, our brands drive conversation and inspire what audiences watch, read, and buy now — and into the future. Our iconic, globally-loved brands include BuzzFeed, HuffPost, and Tasty.

AsWe of December 31, 2023, we determined that the assetsdisposed of Complex Networks (as defined below),Networks, excluding the First We Feast brand, met the criteria for classification as held for sale. Additionally, we concluded the ultimate disposal, which occurred on February 21, 2024 (i.e., the “Complex Disposition”),. represented a strategic shift that had a major effect on our operations and financial results. Moreover,Additionally, we concluded the assetsdisposed of the First We Feast business met the criteria for classification as held for sale as of December 1, 2024. We determined the ultimate disposal, which took place on December 11, 2024 (i.e., the “First We Feast Disposition”),. representedThe a strategic shift that will have a major effect on our operations and final results. As such, thefinancial results of Complex Networks and First We Feast are presented as discontinued operations in the consolidated financialstatements statementsof operations for allthe periodsyears presented.ended December 31, 2024 and 2023. Refer to Note 2118 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

Additionally, pursuant to subscription agreements entered into in connection with the merger agreement pursuant to which the Business Combination was consummated, we issued, and certain investors purchased, $150.0 million aggregate principal amount of unsecured convertible notes due 2026 (the “Notes”) concurrently with the closing of the Business Combination. We repurchased approximately $120.0 million of the Notes in 2024, leavingand approximatelythe remaining $30.0 million aggregate principal of Notes outstandingin as2025, ofresulting Decemberin 31,the 2024.full Additionally, we repurchased $0.3 millionredemption of the Notes on February 25, 2025, leaving approximately $29.7 million aggregate principal amount of Notes outstanding as of March 14, 2025.Notes. Refer to NotesNote 8 and 22 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

OnIn February 6, 2025, we announcedimplemented plans to reduce expenses by implementing an approximately 5% reduction in our then-current workforce. ReferThe reduction in workforce was intended to Notestreamline 22the news operations for HuffPost. We incurred approximately $1.9 million of restructuring costs due to thethese consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.actions.

OnAs Februarya 21,result 2024, we announced plans to reduce expenses by implementing an approximately 16% reduction in our then-current workforce (afterof the Complex2025 Disposition).restructuring In doing so,actions, we reduced the size of our centralized operations to enable our individual brands to operate with more autonomy and deliver against their differentiated value propositions for advertisers. The reduction in workforce plan was intended to position us to be more agile, sustainable, and profitable. We incurred approximately $2.9$3.5 million of aggregate restructuring costs for the year ended December 31, 2024,2025, comprised mainly of severance and related benefitsbenefit costs, of which $1.2$2.9 million were included in cost of revenue, excluding depreciation and amortization, $1.5$0.4 million were included in sales and marketing, and $0.2 million were included in general and administrative.

In April 2023, we announcedimplemented plans to reduce expenses by implementing an approximately 15% reduction in our then-current workforce. The reduction in workforce plan was part of a broader strategic re-prioritization across the Company in order to improve upon profitability and cash flow. The Company incurred approximately $6.8 million of restructuring costs for the year ended December 31, 2023, comprised mainly of severance and related benefit costs, of which $4.3 million were included in cost of revenue, excluding depreciation and amortization, $1.3 million were included in sales and marketing, $0.4 million were included in general and administrative, and $0.8 million were included in research and development.

Macroeconomic conditions have a direct impact on overall advertising and marketing expenditures in the United States (the “U.S.”). As advertising and marketing budgets are often discretionary in nature, they can be easier to reduce in the short-term as compared to other corporate expenses. Additionally, economic downturns and recessionary fears may also negatively impact our ability to capture advertising dollars. Consequently, we believe advertising and content budgets have been, and may continue to be, affected by macroeconomic factors, such as market uncertainty and elevated interest rates, which has led to reduced spending from advertising and content customers. These macroeconomic factors have adversely impacted our advertising and content revenue in 20232023, 2024, and 2024,2025, and we expect these factors will continue to adversely affect our revenue in 2025.2026. In addition, uncertainty surrounding macroeconomic factors in the U.S. and globally characterized by inflationary pressure, elevated interest rates, geopolitical issues, or other factors may result in a recession, which could have a material adverse effect on our business. Refer to Part I, Item 1A1A. “Risk FactorsFactors,” included elsewhere within this Annual Report on Form 10-K for additional details.

_____________________________ (1)See “Reconciliation from Net loss from continuing operations to Adjusted EBITDA” for a reconciliation of Adjusted EBITDA (as defined below) to the most directly comparable financial measure in accordance with accounting principles generally accepted in the U.S. (“GAAP”).

(2)We define Time Spent as the estimated total number of hours spent by users on our owned and operated U.S. properties, our content on Apple News, and our content on YouTube in the U.S., in each case, as reported by Comscore. Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we have minimal advertising capabilities that contribute to our advertising revenue, 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. We use Time Spent to evaluate the level of engagement of our audience. Trends in Time Spent affect our revenue and financial results by influencing the number of ads we are able to show. However, increases or decreases in Time Spent may not directly correspond to increases or decreases in our revenue. For example, the number of programmatic impressions served by third-party platforms can vary based on the advertising revenue optimization strategies of these platforms and, as a result, an increase or decrease in Time Spent does not necessarily correlate with a corresponding increase or decrease in the number of programmatic impressions served, but Time Spent can be a key indicator for our programmatic advertising revenue when the third-party platforms optimize revenue over programmatic impressions. Our definition of Time Spent is not based on any standardized industry methodology and is not necessarily defined in the same manner, or comparable to, similarly titled measures presented by other companies. Time Spent for the year ended December 31, 20242025 decreased by 3%,7%, consistent with broader industry trends, amongst our competitive set, according to Comscore. Additionally, Time Spent presented above excludes time spent on Complex Networks, as Complex Networks is presented as a discontinued operation herein (refer to Note 21 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details). Time Spent on Complex Networks, as reported by Comscore, was approximately 10.0 million hours through the date of the Complex Disposition, February 21, 2024, and 76 million and 126 million hours for the years ended December 31, 2023 and 2022, respectively. Time Spent on Complex Networks, as reported by Comscore, historically included Time Spent on First We Feast, as First We Feast was historically under the Complex Networks’ measurement portfolio of Comscore. It was previously determined that Time Spent on First We Feast cannot be reasonably bifurcated from Time Spent on Complex Networks. As such, we have excluded Time Spent on First We Feast from our measure of Time Spent disclosed above.

We use certain metrics to assess the operational and financial performance of our business. Effective January 1, 2023, we introduced new metrics with respect to our branded content revenue, which represents the majority of our reported direct sold content revenue (branded content is further defined within “Components of Results of Operations” below). Specifically, we monitor the performance of our branded content advertisers through retention and average trailing 12-month revenue per branded content advertiser. Net branded content advertiser revenue retention is an indicator of our ability to retain the spend of our existing customers year-over-year, which we view as a reflection of the effectiveness of our services. In addition, we monitor the number of branded content advertisers and the net average branded content advertiser revenue, as defined below, as these metrics provide further details with respect to the majority of our reported direct sold content revenue and influence our business planning decisions. Our use of net branded content advertiser revenue retention, branded content advertisers, and net average branded content advertiser revenue have limitations as analytical tools, and investors should not consider them in isolation. Additionally, the aforementioned metrics do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. Pro forma amounts for acquisitions and dispositions are calculated as if the acquisitions and / or dispositions occurred on the first day of the applicable period.

_________________________________ (1)Net branded content advertiser revenue retention is calculated by dividing the branded content revenue for the trailing 12 month from the close of the current reporting period, from advertisers who were also advertisers at the close of the same period in the prior year (the “base period”), by the branded content revenue for the trailing 12 month from the close of the base period. This analysis only considers branded content advertisers who spent greater than $250,000 (actual dollars) in the trailing 12 months from the close of the base period, and is pro forma for acquisitions and dispositions. This metric also excludes revenues derived from joint ventures and from deals not included in the branded content definition below. In both periods presented, this represents the significant majority of branded content advertiser revenue.

•Content: Includes revenue generated from creating content, including promotional content, and customer advertising (herein referred to as “branded content”). Additionally, studio revenue generally includes revenue from feature films, micro-dramas, content licensing, TV projects, and other projects inspired by BuzzFeed IP. Content revenue is recognized when the content, or the related action (click or view), is delivered.

Impairment expense: Represents impairmenta charges onnon-cash goodwill andimpairment certain long-lived assets.charge. Refer to Note 207 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

Other expense, net: Consists of foreign exchange gains and losses, gains and losses on investments, gains and losses on dispositions of subsidiaries, gains and losses on disposition of assets, income from transition service agreements, losses on extinguishments of debt, and other miscellaneous income and expenses.

The following tables set forth our consolidated statementstatements of operations data for each of the periods presented (in thousands):

_________________________________ (1) The negative stock-based compensation expense for the year ended December 31, 2023 for research and development was primarily due to forfeitures.

_____________________________ (1)Percentages have been rounded for presentation purposes and may differ from non-rounded results.

Advertising revenue decreased by $19.3$2.7 million, or 17%,3%, for the year ended December 31, 2024,2025, driven by a $19.2$7.5 million decline in direct sold advertising products.products, partially offset by a $4.8 million increase in programmatic advertising revenue. For the years ended December 31, 20242025 and 2023,2024, direct sold advertising revenue was $29.5$22.1 million and $48.7$29.5 million, respectively, and programmatic advertising revenue was $64.9$69.6 million and $64.9$64.8 million, respectively. The decline in direct sold advertising revenue reflects broader macroeconomic headwinds, reduced advertiser demand, and a leaner sales team relative to the year-ago period, coupled with our shift in our strategy to focus more on programmatic advertising,advertising. We expect direct sold advertising to continue to decline in the short-term for these reasons. The increase in passive advertising revenue was driven by improved pricing on our owned and operated properties, as well as broadergrowth macroeconomicwith headwinds.our syndication partners.

Content revenue decreasedincreased by $32.9$3.2 million, or 49%,9%, for the year ended December 31, 2024,2025, driven by a $25.7$10.4 million increase in studio revenue, partially offset by a $7.2 million decline in direct sold content revenue and a $7.2 million decline in studio revenue. For the years ended December 31, 20242025 and 2023,2024, studio revenue was $16.1 million and $5.7 million, respectively, and direct sold content revenue was $28.2$21.0 million and $53.9$28.2 million, respectively,respectively. andThe increase in studio revenue was $5.7 million and $12.9 million, respectively. The decline in direct sold content revenue is driven by a decrease in the number of branded content customers, which is due in part to a leaner sales team relative to the year-ago period as we focus on programmatic advertising and affiliate revenue products. With respect to the decline in studio revenue, $4.1 million waspredominantly due to aan declineincrease in revenue from feature films due to the timing of revenue recognition with respect to delivery and release of feature films.films Theand remainingan $3.1increase millionin declinerevenue wasfrom duemicro-dramas, topartially offset by a decline in revenue associated with other non-recurring studio projects. The decline in direct sold content revenue was driven by a decrease in net average branded content advertiser revenue, which was due in part to reduced advertiser demand. We expect direct sold content revenue to continue to decline in the short-term, as we focus on programmatic advertising and affiliate revenue products.products, and we expect studio revenue to continue to grow in the near-term, as we continue to expand our feature film and micro-drama slate.

Commerce and other revenue increaseddecreased by $11.6$5.1 million, or 23%,8%, for the year ended December 31, 2024,2025, driven by a $12.4$4.1 million increasedecrease in affiliate commissioncommerce revenue principally reflecting strong Amazon Prime Days in July and October 2024, partially offset by a $0.8$1.0 million declinedecrease in other revenue, such as product licensing. For the years ended December 31, 20242025 and 2023,2024, affiliate commerce revenue was $59.6$55.5 million and $47.2$59.6 million, respectively, and other revenue was $2.0$1.0 million and $2.8$2.0 million, respectively. The decline in in affiliate commerce revenue reflects less supplemental bonuses from our affiliate partners relative to the year-ago period. We expect affiliate commerce revenue to decline in the short-term for these reasons.

Sales and marketing expenses decreased by $16.2$4.0 million, or 45%,20%, for the year ended December 31, 2024,2025, driven by an $11.5$2.8 million decrease in compensation and related expenses reflecting our previous cost savings actions,actions and a $1.1 million decrease in research and marketing expenses, and a $1.0 million decrease in consultingrestructuring expenses.

General and administrative expenses decreased by $19.4$8.2 million, or 25%,14%, for the year ended December 31, 2024,2025, driven by a $5.7$2.4 million decrease from the reversal of an accrual that we determined we are no longer liable for, and is non-recurring in rentnature. expense,The remaining decrease was driven by a $3.7$2.7 million decrease in compensation expense reflecting our previous cost savings actions, a $2.1$2.3 million decrease in insurancerent expense, a $1.7 million increase in sublease income,and a $1.4 million decrease in software expenses, a $0.8$0.5 million decrease in professional fees a $0.7 million decrease in consulting fees, a $0.6 million decrease in stock-based compensation expense, and a $0.2 million decrease in restructuring expenses.fees.

Depreciation and amortization decreased by $1.2$3.3 million, or 6%,17%, for the year ended December 31, 2024,2025, primarily due to HuffPost’sa acquireddecrease technologyin beingthe depreciation of certain leasehold improvements, which were fully depreciated during the firstcurrent quarter of 2024.year.

Other expense, net decreasedincreased by $1.4$3.3 million, or 46%,million for the year ended December 31, 2024,2025, driven by the comparison against a $3.5$2.1 million change in (loss) gain on disposition of assets ($0.8 million loss on investment recorded during the yearcurrent endedyear, Decemberrelative 31,to 2023a (with$1.3 nomillion comparablegain lossrecorded induring the current-yearprior periodyear), a $1.8$1.6 million increase in loss on partial debt extinguishment associated with the former Notes, and a $0.7 million decrease in other incomeincome, principallylargely reflecting less transition services’ income from the purchaserpurchasers of ComplexFirst NetworksWe (theFeast and Complex Networks transition services agreement expired on August 31, 2024), and a $1.1 million increase in gain on disposition of assets.Networks. These were partially offset by a $3.9$0.7 million lossdecrease onin partialother debtexpense extinguishment,(during the prior year, we incurred certain expenses upon terminating our former revolving credit facility) and a $0.7$0.3 million increase in otherunrealized expenses (partially due to the termination of the Revolving Credit Facility, as defined elsewhere below), and a $0.5 million decrease inforeign exchange gain.

Interest expense, net increaseddecreased by $0.3$1.1 million, or 5%,16%, for the year ended December 31, 2024. We expect interest expense, net to decrease in 2025 duedriven to significantlyby less cumulative debt outstanding in 2025 relative to 2024.the year-ago period. Refer to Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

We recorded a lossgain related to the change in fair value of warrant liabilities of $1.5 million for the year ended December 31, 2025, compared to a loss of $1.4 million for the year ended December 31, 2024, compared to a loss of $nil for the year ended December 31, 2023.2024.

Net income (loss) from discontinued operations, net of taxestax:

Adjusted EBITDA is a non-GAAP financial measure and represents a key metric 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 from continuing operations, excluding the impact of net income (loss) attributable to noncontrolling interests, income tax provision, interest expense, net, other expense, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of derivative liability, restructuring costs, impairment expense, transaction-related costs, certain litigation costs, publicamortization companyof readinesscapitalized costs,interest for content, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.

_____________________________ (1)Refer to elsewhere above in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein for a discussion of the distinct restructuring activities during the years ended December 31, 2025, 2024, 2023, and 2022.2023. 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 comparisons to our past operating performance.

(2)Reflects aggregatea non-cash goodwill impairment expensesexpense recorded during the year ended December 31, 2022 associated with goodwill impairment of $48.3 million and $2.2 million related to certain long-lived assets of our former corporate headquarters which was fully subleased during the third quarter of 2022.2025. Refer to Note 207 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

(3)Reflects transaction-related costs and other items which are either not representative of our underlying operations or are incremental costs that result from an actual or contemplated transaction and include professional fees, integration expenses, and certain costs related to integrating and converging information technology systems. For the year ended December 31, 2025, these represent the write-off of deferred offering costs that we determined were no longer recoverable.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of the date the accompanying consolidated financial statements were issued (the “issuance date”), the significance of the following adverse conditions were evaluated in accordance with U.S. GAAP. The presence of the following risks and uncertainties associated with our financial condition may adversely affect our ability to sustain our operations over the next 12 months beyond the issuance date.

Since our inception, we have generally incurred significant losses and used net cash flows from operations to grow our owned and operated properties and our iconic brands. During the year ended December 31, 2024,2025, we incurred a net loss of $9.9$57.3 million (and a net loss of $34.0 million from continuing operations) and used net cash flows from operations of $20.7$18.7 million (additionally, net cash used by continuing operations was $5.7 million).million. Additionally, as of December 31, 2024,2025, we had unrestricted cash and cash equivalents of $38.6$8.5 million to fund our operations and an accumulated deficit of $621.9$679.6 million. As discussed below, we repaid approximately $153.8 million of debt in 2024, reducing our short-term and long-term liabilities on our consolidated balance sheet.

To address our capital needs, and as described under “Convertible Notes” below, we may explore options to restructure our outstanding debt, and we are working with advisors to optimize our consolidated balance sheet, which may include seeking new debt and / or equity financing in public or private markets.sheet. However, we can provide no assurance that we will generate sufficient cash inflows from operations, or that we will be successful in obtaining such new financing, or inthat optimizingwe will be able to optimize our consolidated balance sheet in a manner necessary to fund our obligations as they become due over the next 12 months beyond the issuance date. Additionally, we may implement incremental cost savings actions and pursue additional sources of outside capital to supplement our funding obligations as they become due, which includes additional offerings of our Class A common stock under the at-the-market offering (refer to Note 109 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details) or issuances of other securities exercisable for or exchangeable or convertible into shares of our Class A common stock.. However, as of the issuance date, no additional sources of outside capital have been secured or were deemed probable of being secured, other than our at-the-market-offering,at-the-market offering, which is subject to the conditions contained in the At-The-Market Offering agreement dated June 20, 2023 with Craig-Hallum Capital Group LLC. We can provide no assurance that we will successfully generate sufficient liquidity to fund our operations for the next 12 months beyond the issuance date, or if necessary, secure additional outside capital (including through our at-the-market-offeringat-the-market offering), or implement incremental cost savings, or repurchase all or a portion of the Notes outstanding if required to do so as described in “Convertible Notes” below. We are in the process of evaluating financing options that would generate sufficient liquidity in order to satisfy the holders of the Notes’ put options should they be exercised, including a long-term loan, an asset-backed lending facility, equity offerings, and convertible and non-convertible debt.savings.

Moreover, on an ongoing basis, we are evaluating strategic changes to our operations, including asset divestitures, restructuring, or the discontinuance of unprofitable lines of business. Any such transaction could be material to our business, financial conditioncondition, and results of operations. The nature and timing of any such changes depend on a variety of factors, including, as of the applicable time, our available cash, liquidityliquidity, and operating performance; our commitments and obligations; our capital requirements; limitations imposed under our credit arrangements; and overall market conditions. As of the issuance date, we continue to work withon our external advisors to optimizeoptimizing our consolidated balance sheet and evaluate our assets.

Uncertainties associated with the First Stock Purchase Agreement with Allen Family Digital, LLC could adversely affect our business, results of operations, financial condition, and stock price, among other things.

On May 11, 2026, we announced our entry into athe First Stock Purchase Agreement (the “Agreement”) with Allen Family Digital, LLC (the “Investor”), pursuant to which we agreed to sell to the Investor, and the Investor agreed to purchase from us, 40,000,000 shares of our Class A common stock, par value $0.0001 per share (the “Transaction”). The aggregate consideration of $3.00 per share payable by the Investor iswas comprised of (i) $20.0 million in cash to be paid to the Company at the closing of the Transaction, which occurred on May 26, 2026 (the “Closing”), 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 at theClosing, closingwhich matures in 2031 and accrues interest at an annual rate of the Transaction.5%. Refer to Note 199 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Uncertainties associated with the announcement of the Transaction could have adverse effects on our business, results of operations, financial condition, and stock price. These risks include, but are not limited to:

•a diversion of a significant amount of management time and resources towardsdue completion ofto the Transaction;

•significant or unexpected costs, charges, or expenses resulting from the proposed Transaction; and

•potential litigation relating to the Transaction that could prevent or delay the Transaction, require the Company to spend resources, or otherwise negatively impact the Company’s business.

Lawsuits may be filed against us, our officers, and our Boardboard of Directorsdirectors with respect to the Transaction, including our reliance on an exception granted by Nasdaq on Nasdaq’s shareholder approval and voting rights requirements, which could delay or impact the Transaction, or following the closing of the Transaction, adversely affect our business and operations.

Lawsuits, claims and other legal proceedings have been filed against us in the past and additional lawsuits, claims or proceedings may be filed against us in the future, including lawsuits, claims or proceedings against the Company, its officers and / or members of our Boardboard of Directorsdirectors with respect to the Transaction and / or our reliance on an exception to Nasdaq’s shareholder approval requirements. In particular, on May 11, 2026, Nasdaq approved an exception to Listing Rule 5635 (Shareholder Approval) and Listing Rule 5640 (Voting Rights) in connection with the issuance and sale of the Shares. Our reliance on this exception, and the resulting issuance of shares of additional Class A common stock without a prior stockholder vote, may increase the likelihood of stockholder lawsuits, claims, or other legal proceedings. Any such litigation could delay or impact the Transaction and / or adversely affect our business, results of operations, and / or financial condition.

The outcome of any such lawsuits, claims or other legal proceedings is inherently uncertain. We may not be successful in defending against future lawsuits, claims, or other legal proceedings and, whether successful or not, we may incur significant costs in defending against such litigation. The filing or commencement of such lawsuits, claimsclaims, or other legal proceedings could result in the issuance of an injunction preventing the Transaction from closing and / or the award of monetary or equitable relief, divert the attention of management from day-to-day operations, and otherwise materially and adversely affect our business, results of operations, and financial condition.

The transition of our former Chief Executive Officer and the shift in Board and stockholder control may lead to strategic shifts and potential conflicts of interest.

In connection with the Transaction, our currentformer Chief Executive Officer (“CEO”), Jonah Peretti, will transitiontransitioned into a new role within the Company (President of BuzzFeed AI) and Byron Allen will bewas appointed as the new CEO. Additionally, our Boardboard of Directorsdirectors will bewas expanded to nine members, with our currentformer CEO retaining the right to appoint only one director. Furthermore, uponsubsequent to the closing of the Transaction, the Investor willowns ownmore approximatelythan 52%50% of our outstanding common stock and will have the right to appoint five out of the eight members of the Board. Following the 2026 annual meeting of the Company’s stockholders, the Investor will havehad the right to appoint six of the nine members of the Board.

•Management Transition: While our currentformer CEO will remainremains with the companyCompany in a different capacity, the change in leadership may result in a shift in corporate culture or management style, which could disrupt our operations or lead to the loss of other key personnel.

•Concentrated Investor Control: As a 52%greater than 50% stockholder, the Investor will havehad the power to elect a majority of our Boardboard of Directorsdirectors and the Investor has the power to determine the outcome of most matters requiring stockholder approval. This concentration of ownership may delay, deter, or prevent a change in control that other stockholders might consider favorable.

•Board Composition: With our currentformer CEO appointinghaving appointed only one of nine directors, legacy management will have limited influence over Board-level decisions. The Investor-controlled Board may pursue strategies or transactions that prioritize the Investor’s interests, which may differ from the interests of our other stockholders.

•“Controlled Company” Status: We may beare considered a "“controlled company"” under the rules of the Nasdaq, which could exemptexempts us from certain corporate governance requirements, such as the requirement to have a majority of independent directors or independent compensation and nominating committees.

The aggregate consideration of $3.00 per share payable by the Investor for 40,000,000 shares of Class A Common Stock iswas comprised of (i) $20.0 million in cash to be paid to the Company at the closing of the Transaction,Closing, and (ii) a five-year secured Promissorypromissory Notenote in the principal amount of $100.0 million to(the bePromissory Note) issued toat theClosing, Companywhich matures in 2031 and accrues interest at thean closingannual rate of the Transaction.5%. 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 (as defined in the Agreement) and is prepayable at any time at the Investor’s option without any prepayment penalty. The Promissory Note is secured by a first priority security interest in 33.3 million of the shares of Class A Common Stock issued to the Investor.

To the Company’s knowledge, the Investor is a newly-formed entity that willholds not own, at the time of closing of the transaction, additionalno assets other than the 40,000,00044,000,000 shares of our Class A common stock which it ispurchased purchasing.in connection with the Transaction and a private placement transaction. Accordingly, there is no assurance that the Investor will have sufficient cash resources to repay the Promissory Note in five years at its maturity or to pay interest on the Promissory Note prior to maturity. If there is an event of default under the Promissory Note, the Company would be able to foreclose on the collateral securing the Promissory Note, which consists of 33.3 million of the shares of Class A Common Stock being purchased by the Investor, but there is no assurance as to the value of such collateral at the time of any foreclosure.

The consummation of the transactionTransaction pursuant to the Stock Purchase Agreement will causecaused substantial dilution to our stockholders.

In accordance with the Stock Purchase Agreement with the Investor,Transaction, we have agreed to issueissued 40,000,000 shares to the Investor at the consummationClosing, ofwhich the Transaction. As of May 5, 2026, the Company had outstanding 36,296,018 shares of Class A common stock and 1,342,709 shares of Class B common stock. Accordingly, the issuance of 40,000,000 shares to the Investor will resultresulted in substantial dilution to our shareholders. We may also issue additional shares of Class A common stock in the future in connection with equity awards or for capital raising or other purposes, which would result in additional dilution to our shareholders.shareholders (such as the private placement transactions as disclosed within Note 9 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, which resulted in an incremental 4,216,999 shares issued during the second quarter of 2026). This dilution could have an adverse impact on the trading price of our Class A common stock and could result in increased volatility in our stock price.

The trading price of our Class A common stock has been volatile in the recent period and we cannot assure you that this volatility will not continue in the future. In particular, we cannot assure you howfollowing the announcement and consummation of the Transaction with the Investor will impactTransaction, the trading price of our Class A common stock,stock andexperienced thesignificant volatility, including a substantial increase in our stock price. The trading of our Class A common stock may continue to be volatile followingin the announcement and consummation of this Transaction.future. While the Company believes that the transactionTransaction with the Investor iswas in the best interest of the Company and its stockholders, there is no assurance that our stock price will not decline in the near or long term as a result of or following the announcement.term.

We will issue issueissued 40,000,000 shares of Class A common stock to the Investor upon the consummation of the Transaction. Additionally, we issued an incremental 4,216,999 shares pursuant to private placement transactions within the second quarter of 2026. None of these shares willare becurrently registered under the Securities Act of 1933, as amended, and they will only be able to be sold pursuant to a separate registration statement or an applicable exemption from registration. However, we will beare required to file a resale registration statement on an appropriate form to register the resale of these shares in the public market upon the request of the Investor. Once registered, the shares held by the Investor will be freely tradable and will not be subject to any restrictions or require further registration.

The public resale by the Investor of Class A common stock received in the Transaction, or the perception in the market that such resales could occur, could have a negative effect on the trading price of theour Class A common stock following consummation of the Transaction.stock. Any such sale of our Class A common stock could also make it more difficult for us to raise capital by selling equity or equity-linked securities at a time and price that we otherwise would deem appropriate.

In February 2025, we implemented plans to reduce expenses by implementing an approximately 5% reduction in our then-current workforce. The reduction in workforce was intended to streamline the news operations for HuffPost. We incurred approximately $1.9 million of restructuring costs for the threesix months ended MarchJune 31,30, 2025, comprised mainly of severance and related benefits costs, all of which were included in cost of revenue, excluding depreciation and amortization.

(2)We define Time Spent as the estimated total number of hours spent by users on our owned and operated U.S. properties, our content on Apple News, and our content on YouTube in the U.S., in each case, as reported by Comscore. Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we have minimal advertising capabilities that contribute to our advertising revenue, 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. We use Time Spent to evaluate the level of engagement of our audience. Trends in Time Spent affect our revenue and financial results by influencing the number of ads we are able to show. However, increases or decreases in Time Spent may not directly correspond to increases or decreases in our revenue. For example, the number of programmatic impressions served by third-party platforms can vary based on the advertising revenue optimization strategies of these platforms and, as a result, an increase or decrease in Time Spent does not necessarily correlate with a corresponding increase or decrease in the number of programmatic impressions served, but Time Spent can be a key indicator for our programmatic advertising revenue when the third-party platforms optimize revenue over programmatic impressions. Our definition of Time Spent is not based on any standardized industry methodology and is not necessarily defined in the same manner, or comparable to, similarly titled measures presented by other companies. For the three and six months ended MarchJune 31,30, 2026, Time Spent decreased by 11% and 11%, respectively, consistent with broader industry trends, amongst our competitive set, according to Comscore.

The following table sets forth certain operating metrics for our branded content revenue for the three months ended MarchJune 31,30, 2026 and 2025 (on a trailing 12-month basis):

Other income (expense) income,, net: Consists of foreign exchange gains and losses, gains and losses on investments, gains and losses on dispositions of subsidiaries, gains and losses on disposition of assets, income from transition service agreements, losses on extinguishments of debt, and other miscellaneous income and expenses.

Income tax (benefit) provision: Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions.

Comparison of results for the three and six months ended MarchJune 31,30, 2026 and 2025

Advertising revenue decreased by $4.2$5.3 million, or 20%,23%, for the three months ended MarchJune 31,30, 2026, driven by a $2.8$3.9 million decreasedecline in programmatic advertising revenue and a $1.4 million decline in direct sold advertising products. For the three months ended MarchJune 31,30, 2026 and 2025, programmatic advertising revenue was $14.0$13.5 million and $16.9$17.4 million, respectively, and direct sold advertising revenue was $3.1$3.8 million and $4.5$5.2 million, respectively. The decline in programmatic advertising reflects traffic headwinds, which offset improved pricing and monetization efficiency, and the decline in direct sold advertising reflects reduced advertiser demand and broader macroeconomic headwinds. We expect advertising revenue to decline in the short-term for these reasons.

CommerceAdvertising and otherrevenue decreased by $3.3$9.5 million, or 32%,22%, for the threesix months ended MarchJune 31,30, 2026, drivendue byto a $3.0$6.7 million decreasedecline in affiliateprogrammatic commerceadvertising revenue and a $0.3$2.8 million decline in otherdirect revenue.sold advertising products. For the threesix months ended MarchJune 31,30, 2026 and 2025, affiliateprogrammatic commerce revenueadvertising was $6.8$27.5 million and $9.8$34.3 million, respectively, and otherdirect revenue,sold such as product licensing,advertising was $0.1$6.9 million and $0.4$9.7 million, respectively. The decline in affiliate commerce revenue reflects an intentional reduction in marketing spend as we manage liquidity. We expect affiliate commerce revenue to decline in the short-term for these reasons.

Cost of revenue, excluding depreciation and amortization, decreased by $1.1$5.2 million, or 5%,19%, for the three months ended MarchJune 31,30, 2026, driven by a $1.9$3.5 million decrease in restructuring expenses, partially offset by a $0.6 million increase in variable cost of revenue drivenreflecting the decline in revenue performance and a $2.3 million decrease in compensation expense reflecting our previous cost savings actions, partially offset by changesa $0.5 million increase in theconsulting product mix (primarily lower-margin studio revenue, particularly feature films).expenses.

Sales and marketing expenses decreased by $0.8$1.5 million, or 19%,35%, for the three months ended MarchJune 31,30, 2026, driven by a $0.9$1.1 million decrease in compensation and related expenses reflecting our previous cost savings actions,actions partially offset byand a $0.2$0.3 million increasedecrease in consultingsoftware and otherresearch expenses.

General and administrative expenses decreasedincreased by $1.2$3.1 million, or 8%,29%, for the three months ended MarchJune 31,30, 2026, driven by a $0.6$2.5 million increase in software expense (during the second quarter of 2025, we reversed a $2.4 million accrual that we determined we were no longer liable for) and a $1.9 million decrease in sublease income as all of our subleases have now expired. These were partially offset by a $1.0 million decrease in compensation expense reflecting our previous cost savings actions and attrition, a $0.4 million decrease in professional fees,attrition and a $0.3 million decrease in insuranceprofessional expense.fees.

Research and development expenses decreased by $0.7$0.9 million, or 24%,16%, for the threesix months ended MarchJune 31,30, 2026, driven by a $0.8$1.0 million decrease in compensation expensesexpense reflecting our previous cost savings actions, partially offset by a $0.1 million increase in stock-based compensation and other expenses.actions.

For the three months ended MarchJune 31,30, 2026, depreciation and amortization expenses decreasedincreased by $0.9$0.6 million, or 19%, primarily driven by less depreciation associated with certain leasehold improvements which were fully depreciated during 2025.14%.

Other income (expense) income,, net:

We recorded other expense,income, net of $0.3$0.2 million for the three months ended MarchJune 31,30, 2026, compared to other income,expense, net of $1.3$5.1 million for the three months ended MarchJune 31,30, 2025. The change of $1.6$5.3 million was primarily driven by a $1.5comparison millionagainst changea in exchange (loss) gain, primarily unrealized ($0.8$5.5 million loss on extinguishment of debt recorded during the currentthree yearmonths comparedended toJune a30, $0.7 million gain recorded during the prior year).2025.

For the three months ended MarchJune 31,30, 2026, we recorded a gainloss related to the change in fair value of warrant liabilities of $0.1 million compared to a gainloss of $1.2$0.3 million for the three months ended MarchJune 31,30, 2025.

Income tax (benefit) provision:

For the three and six months ended MarchJune 31,30, 2026 and 2025, the Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily due to limited tax benefits provided for against its current year pre-tax operating loss, as the Company maintains a full valuation allowance against its U.S. deferred tax assets that are not realizable on a more-likely-than-not basis, and the results of foreign operations.basis.