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What changed in BuzzFeed, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BuzzFeed, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+423 added−456 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-14)

Top changes in BuzzFeed, Inc.'s 2025 10-K

423 paragraphs added · 456 removed · 279 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeSince 2014, we have been committed to holding ourselves accountable to this work by publishing our diversity and demographics report annually. As of December 31, 2024, Black, Indigenous and People of Color (“BIPOC”) employees constituted 38% of our employee population. In addition, 62% of our employee population identifies as female.
Biggest changeAs of December 31, 2025, Black, Indigenous and People of Color (“BIPOC”) employees constituted 38% of our employee population. In addition, 64% of our employee population identifies as female. As an organization, we remain committed to creating equal opportunities for all and supporting an inclusive environment for the free expression and creativity of our workforce.
By leaning further into AI, we see the opportunity to capture and better understand a much bigger data set around our audience and the performance of our content.
By leaning further into AI, we see the opportunity to capture and better understand a much bigger data set around our audience and the performance of our content.
Content revenues consist primarily of payments received from clients for custom assets, including both long-form and short-form content, from branded quizzes to Instagram takeovers to branded content videos. These revenues also include feature films and content licensing. Our content production approach increasingly allows for turn-key, lightweight options that are scalable and repeatable and resonate with advertisers.
Content revenues consist primarily of payments received from clients for custom assets, including both long-form and short-form content, from branded quizzes to Instagram takeovers to branded content videos. These revenues also include feature films, micro-dramas, and content licensing. Our content production approach increasingly allows for turn-key, lightweight options that are scalable and repeatable and resonate with advertisers.
Historically, these have included digital publishers such as Vox Media (which combined with Group Nine Media), Bustle Digital Group, Dotdash Meredith, and Condé Nast. Additionally, our entertainment competitors include, but are not limited to, People and Entertainment Weekly, and our food brand competitors include, but are not limited to, New York Times Cooking and Food Network.
Historically, these have included digital publishers such as Vox Media (which combined with Group Nine Media), Bustle Digital Group, People, Inc. (formerly Dotdash Meredith), and Condé Nast. Additionally, our entertainment competitors include, but are not limited to, People and Entertainment Weekly, and our food brand competitors include, but are not limited to, New York Times Cooking and Food Network.
Across entertainment, news, food, pop culture, and commerce, 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. BuzzFeed’s mission is to spread truth, joy, and creativity on the Internet.
Across pop culture, entertainment, shopping, food, and news, our brands drive conversation and inspire what audiences watch, read, and buy now — and into the future. Our iconic, globally-loved brands include BuzzFeed, HuffPost, and Tasty. BuzzFeed’s mission is to spread truth, joy, and creativity on the Internet.
These laws often require companies to implement specific information security controls to protect certain types of data (such as personal data, “special categories of personal data” or employee data), and / or impose specific requirements relating to the collection or other processing of such data.
These laws often require companies to implement specific information security controls to protect certain types of data (such as personal data, “special categories of personal data,” or employee data), and / or impose specific requirements relating to the collection or other processing of such data.
We offer access to a range of wellness services addressing mental health, family support, child care, and other areas. Our Culture At BuzzFeed, we value openness and collaboration, experimentation and growth, and diversity of thought and experience. This is demonstrated through our content, as well as in the way we work together within the company.
We offer access to a range of wellness services addressing mental health, family support, child care, and other areas. 9 Table of Contents Our Culture At BuzzFeed, we value openness and collaboration, experimentation and growth, and diversity of thought and experience. This is demonstrated through our content, as well as in the way we work together within the company.
Excluding affiliate and programmatic partners such as Amazon and Google, our top 10 direct customers made up approximately 10% of total revenue for the year ended December 31, 2024. Human Capital Resources Our Employees We consider the management of our global talent to be essential to the ongoing success of our business.
Excluding affiliate and programmatic partners such as Amazon and Google, our top 10 direct customers made up approximately 7% of total revenue for the year ended December 31, 2025. Human Capital Resources Our Employees We consider the management of our global talent to be essential to the ongoing success of our business.
We are also subject to the Americans with Disabilities Act, which includes 11 Table of Contents requirements with respect to website accessibility. Additionally, we are subject to the CAN-SPAM Act, the Telephone Consumer Protection Act, and the Video Privacy Protection Act, each of which may place restrictions on how we operate in a manner that adversely affects our business.
We are also subject to the Americans with Disabilities Act, which includes requirements with respect to website accessibility. Additionally, we are subject to the CAN-SPAM Act, the Telephone Consumer Protection Act, and the Video Privacy Protection Act, each of which may place restrictions on how we operate in a manner that adversely affects our business.
We generate revenue from (i) advertising, (ii) content, and (iii) commerce and other. Advertising revenues consist primarily of payments we receive from advertisers, both programmatically and directly, for ads distributed against our editorial and news content, including display, pre-roll and mid-roll video products, as well as homepage takeovers.
We generate revenue from (i) advertising, (ii) content, and (iii) commerce and other. Advertising revenues consist primarily of payments we receive from advertisers, both programmatically and directly, for ads distributed against our editorial and news content, including display, pre-roll and mid-roll video products, as well as 7 Table of Contents homepage takeovers.
However, the GDPR allows for derogations where EU member states can deviate from the requirements in their own legislation, including for example, by introducing measures that apply in specific situations and implementing rules regarding legal basis of processing.
However, the GDPR allows for derogations where EU member states can deviate from 11 Table of Contents the requirements in their own legislation, including for example, by introducing measures that apply in specific situations and implementing rules regarding legal basis of processing.
Across our brands, we reach millions of monthly viewers , who consumed more than 297 million hours of content and drove hundreds of millions of dollars in transactions in 2024. Our cross-platform distribution network gives us the ability to connect with the Internet generations at scale on whatever platform they are using to consume content.
Across our brands, we reach millions of monthly viewers , who consumed more than 276 million hours of content and drove hundreds of millions of dollars in transactions in 2025. Our cross-platform distribution network gives us the ability to connect with the Internet generations at scale on whatever platform they are using to consume content.
Preparing for and attempting to comply with these obligations requires significant resources and, potentially, changes to our technologies, systems, and practices and those of any third parties that process personal data on our behalf.
Preparing for and attempting to comply with these obligations requires significant resources and, potentially, changes to our technologies, 12 Table of Contents systems, and practices and those of any third parties that process personal data on our behalf.
We retain the rights to an extensive content library that is monetized through multiple revenue streams. In addition to our brand, domain, and content assets, we have a proprietary technology platform that powers our business.
We retain the rights to an extensive content library that is monetized through multiple revenue streams. In addition to our brand, domain, and content assets, we have a proprietary technology platform that 10 Table of Contents powers our business.
In 2024, our audiences consumed more than 297 million hours of content, and drove over $500 million in attributable transactions for our commerce partners. For additional discussion on Time Spent, refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within this Annual Report on Form 10-K.
In 2025, our audiences consumed more than 276 million hours of content, and drove over $450 million in attributable transactions for our commerce partners. For additional discussion on Time Spent, refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within this Annual Report on Form 10-K.
We derive a significant amount of revenue from the affiliate and advertising exchanges of Amazon and Google. For the year ended December 31, 2024, approximately 30% of our revenue was derived from Amazon, primarily from affiliate commerce transactions.
We derive a significant amount of revenue from the affiliate and advertising exchanges of Amazon and Google. For the year ended December 31, 2025, approximately 28% of our revenue was derived from Amazon, primarily from affiliate commerce transactions.
BuzzFeed is committed to increasing the representation of diverse employees and we have concentrated our efforts to both advance and retain current diverse employees. We are committed to ensuring our culture allows employees to bring their authentic selves to work every day.
BuzzFeed is committed to increasing the representation of diverse employees and we have concentrated our efforts to both advance and retain current diverse employees. We are committed to ensuring our culture allows employees to bring their authentic selves to work every day. We want all employees to feel safe and supported.
As of December 31, 2024, we held 105 registered trademarks in the U.S., including the BUZZFEED mark and the HUFFPOST mark, and also held 351 registered trademarks in foreign jurisdictions. We continually review our development efforts to assess the existence and our ability to register new intellectual property, and whether to decommission certain of our intellectual property assets.
As of December 31, 2025, we held 83 registered trademarks in the U.S., including the BUZZFEED mark and the HUFFPOST mark, and also held 333 registered trademarks in foreign jurisdictions. We continually review our development efforts to assess the existence and our ability to register new intellectual property, and whether to decommission certain of our intellectual property assets.
Our Differentiation • Leading Destination for Audiences — Audiences spend more time consuming our content than that of other digital media companies in our competitive set, according to Comscore (competitive set includes Condé Nast Digital, Vox Media, People, Bustle Digital Group, and Dotdash Meredith). • Premium, Brand-Safe Advertising — As platforms continue to struggle with the policing of user-generated content and the impact to advertisers on their platforms, BuzzFeed has become a trusted partner in providing high-quality, brand-safe content at scale to serve advertiser demand.
Our Differentiation • Leading Destination for Audiences — Audiences spent more than 276 million hours of time consuming our content in 2025, positioning us as a leader amongst other digital media companies in our competitive set, according to Comscore (competitive set includes Condé Nast Digital, Vox Media, People, Inc., and Bustle Digital Group). • Premium, Brand-Safe Advertising — As platforms continue to struggle with the policing of user-generated content and the impact to advertisers on their platforms, BuzzFeed has become a trusted partner in providing high-quality, brand-safe content at scale to serve advertiser demand.
These platforms have become reliant on user-generated content that is often toxic and / or misleading. As platforms continue to struggle with the policing of user-generated content and the impact to advertisers on their platforms, BuzzFeed has become a trusted partner in providing high-quality, brand-safe content at scale to serve advertiser demand.
As platforms continue to struggle with the policing of user-generated content and the impact to advertisers on their platforms, BuzzFeed has become a trusted partner in providing high-quality, brand-safe content at scale to serve advertiser demand.
We broadly compete against other Internet companies that might attract audiences and advertisers to their platforms and away from BuzzFeed’s. More specifically, with a common core demographic of Millennials and Gen Z, online content providers that target younger generations are natural competitors to BuzzFeed.
BuzzFeed operates within the digital media space, a category that we have pioneered and helped develop. We broadly compete against other Internet companies that might attract audiences and advertisers to their platforms and away from BuzzFeed’s. More specifically, with a common core demographic of Millennials and Gen Z, online content providers that target younger generations are natural competitors to BuzzFeed.
We attract and retain audiences as a function of our data-driven approach to content creation. As audiences engage with our content, we capture insights into their preferences and apply those learnings to new content development.
We attract and retain audiences as a function of our data-driven approach to content creation. As audiences engage with our content, we capture insights into their preferences and apply those learnings to new content development. This enables us to attract larger, more engaged audiences and capture deeper, more reliable insights.
We want all employees to feel safe and supported. 10 Table of Contents In 2024, we continued to develop and launch key educational opportunities, including Identity and Allyship training, and host a myriad of Heritage Month educational events, learning opportunities, and social events sponsored by the DI&B team, BuzzFeed employee resource groups, and the DI&B Council.
In 2025, we continued to develop and launch key educational opportunities, including Identity and Allyship training, and host a myriad of Heritage Month educational events, learning opportunities, and social events sponsored by the DI&B team, BuzzFeed employee resource groups, and the DI&B Council.
In recent years, we have leveraged our media network to develop a comprehensive suite of digital advertising products and services and extend into complementary business lines, such as long-form content development and commerce. 7 Table of Contents We measure our success in terms of engagement, monetization, retention, and operating efficiency using four key metrics: (1) audience time spent across owned and operated sites, as well as on third-party platforms; (2) revenue generated from advertising, content, and commerce and other; (3) net branded content advertiser revenue retention as an indicator of our ability to retain spend of existing customers from one year to the next; and (4) profitability ( on an Adjusted EBITDA basis, a non-GAAP financial measure ).
We measure our success in terms of engagement, monetization, retention, and operating efficiency using four key metrics: (1) audience time spent across owned and operated sites, as well as on third-party platforms; (2) revenue generated from advertising, content, and commerce and other; (3) net branded content advertiser revenue retention as an indicator of our ability to retain spend of existing customers from one year to the next; and (4) profitability ( on an Adjusted EBITDA basis, a non-GAAP financial measure ).
Such failures could subject us to regulatory enforcement action as well as costly legal claims by affected individuals or our customers. 12 Table of Contents Plaintiffs’ lawyers in the United States are increasingly using privacy-related theories at both the federal and state level, including, but not limited to, the California Invasion of Privacy Act (i.e., CIPA), otherwise known as California’s “Wiretapping Law” and California Penal Code §638.51, also known as the California “Trap and Trace Law” to bring lawsuits against companies for their data-related practices.
Plaintiffs’ lawyers in the United States are increasingly using privacy-related theories at both the federal and state level, including, but not limited to, the California Invasion of Privacy Act (i.e., CIPA), otherwise known as California’s “Wiretapping Law” and California Penal Code §638.51, also known as the California “Trap and Trace Law” to bring lawsuits against companies for their data-related practices.
Following the execution of these combined actions, the Company had 558 employees as of March 12, 2025. We are focused on supporting our employees across the full employee lifecycle from recruitment to onboarding through ongoing development, and have implemented programs designed to support both career satisfaction and overall wellness.
We are focused on supporting our employees across the full employee lifecycle from recruitment to onboarding through ongoing development, and have implemented programs designed to support both career satisfaction and overall wellness.
With this distribution strategy driving scale, efficiency, and adaptability, we capture the interests of our audience, inform our content creators and journalists, and help advertisers reach their target audiences, with a commitment to brand-safety.
Our content and brands are designed for modern-day consumption patterns, providing engagement behavior data and learnings across the BuzzFeed network. With this distribution strategy driving scale, efficiency, and adaptability, we capture the interests of our audience, inform our content creators and journalists, and help advertisers reach their target audiences, with a commitment to brand-safety.
As mentioned within “Our Market Opportunity” above, in February 2025, we announced that we are in the beginning stages of creating a new social media platform with a focus on interactive storytelling, new content formats, and cutting-edge AI tools to power self-expression, connection, and creative exploration. 8 Table of Contents • Empower our content creator teams — We are extremely fortunate to have many talented journalists, video creators, writers, and Internet visionaries, whose contributions are critical to our success.
As mentioned within “Our Market Opportunity” above, we are aiming to capitalize on our strong IP and market opportunity, and therefore we are creating an AI-app incubator (Branch Office) with a focus on interactive storytelling, new content formats, and cutting-edge AI tools to power self-expression, connection, and creative exploration. • Empower our content creator teams — We are extremely fortunate to have many talented journalists, video creators, writers, and Internet visionaries, whose contributions are critical to our success.
We are aiming to capitalize on our strong IP and market opportunity, and therefore in February 2025, we announced that we are in the beginning stages of creating a new social media platform with a focus on interactive storytelling, new content formats, and cutting-edge AI tools to power self-expression, connection, and creative exploration.
We are aiming to capitalize on our strong IP and market opportunity, and therefore we are creating an AI-app incubator (Branch Office) with a focus on interactive storytelling, new content formats, and cutting-edge AI tools to power self-expression, connection, and creative exploration.
And, as the e-commerce market continues to grow, we see an opportunity to expand and deepen these relationships over time. Our Brands The Company has built and assembled iconic brands for Millennial and Gen Z audiences across entertainment, news, food, pop culture, and commerce. Our flagship BuzzFeed brand curates entertainment content, pop culture, and the best of the Internet.
Our Brands The Company has built and assembled iconic brands for Millennial and Gen Z audiences across entertainment, news, food, pop culture, and commerce. Our flagship BuzzFeed brand curates entertainment content, pop culture, and the best of the Internet.
As of December 31, 2024, approximately 9 Table of Contents 16.4% of our employees were unionized, with certain employees associated with BuzzFeed Canada, Inc. in Canada belonging to the Canadian Media Guild, and certain employees associated with HuffPost in the U.S. belonging to the Writers Guild of America, East.
As of December 31, 2025, we had 507 employees located across five countries. As of December 31, 2025, approximately 14.6% of our employees were unionized, with certain employees associated with BuzzFeed Canada, Inc. in Canada belonging to the Canadian Media Guild, and certain employees associated with HuffPost in the U.S. belonging to the Writers Guild of America, East.
We continually refine our approach to hiring, training, career development, and education to support our mission of DI&B. Our recruiting team continues to be intentional about our diversity strategy to ensure that the company hires and retains talent with diverse perspectives and backgrounds.
Our recruiting team continues to be intentional about our diversity strategy to ensure that the company hires and retains talent with diverse perspectives and backgrounds.
Although we endeavor to adhere to these policies, statements, and documentation, we, and the third parties on which we rely, may at times fail to do so or may be perceived to have failed to do so.
Although we endeavor to adhere to these policies, statements, and documentation, we, and the third parties on which we rely, may at times fail to do so or may be perceived to have failed to do so. Such failures could subject us to regulatory enforcement action as well as costly legal claims by affected individuals or our customers.
Our approach provides retailers with an incremental channel for capturing high-quality, actionable consumer traffic. The U.S. Census Bureau estimates the annual U.S. e-commerce market to be approximately $1.2 trillion, comprising approximately 16% of total retail sales in the fourth quarter of 2024.
Our approach provides retailers with an incremental channel for capturing high-quality, actionable consumer traffic. The U.S. e-commerce market is expected to reach $1.8 trillion by 2030 and comprise 29% of total retail sales, according to Forrester.
This enables us to attract larger, more engaged audiences and capture deeper, more reliable insights. 6 Table of Contents Our Technology Platform and Data-Driven Content Flywheel Creating meaningful content requires data, technology, and scale, all of which are key competitive differentiators that BuzzFeed uses to reach our audience, wherever they are.
Our Technology Platform and Data-Driven Content Flywheel Creating meaningful content requires data, technology, and scale, all of which are key competitive differentiators that BuzzFeed uses to reach our audience, wherever they are. Our data-driven approach to content creation is designed to benefit all stakeholders across our ecosystem: audiences, creators, and advertisers alike.
The U.S. e-commerce market is expected to reach $1.7 trillion by 2028 and comprise 20% of total retail sales, according to eMarketer. The ability of our content to inspire millions of consumers to transact and deliver meaningful results for our retail partners is what sets us apart from other digital publishers.
The ability of our content to inspire millions of consumers to transact and deliver meaningful results for our retail partners is what sets us apart from other digital publishers. And, as the e-commerce market continues to grow, we see an opportunity to expand and deepen these relationships over time.
Audiences spend more time consuming our content than that of any other digital media company in our competitive set, according to Comscore (competitive set includes Condé Nast Digital, Vox Media, People, Bustle Digital Group, and Dotdash Meredith). Reputation, ethics, and quality matter now more than ever. Advertisers continue to face brand safety risks on the largest social platforms.
Audiences spent more than 276 million hours of time consuming our content in 2025, positioning us as a leader amongst other digital media companies in our competitive set, according to Comscore (competitive set includes Condé Nast Digital, Vox Media, People, Inc., and Bustle Digital Group). Reputation, ethics, and quality matter now more than ever.
For nearly 20 years, we have established a deep understanding of modern media and developed proprietary technology designed to rapidly scale and monetize digital content. Machine learning and analytics power everything from our scaled tech stack of quiz makers built into a content management system to proprietary algorithms and custom tools for content creators and brand advertisers to headline optimization.
Machine learning and analytics power everything from our scaled 6 Table of Contents tech stack of quiz makers built into a content management system to proprietary algorithms and custom tools for content creators and brand advertisers to headline optimization. Supported by our scalable and repeatable technology platform, our data-driven content flywheel informs our most important decisions.
Tasty , first launched in 2015, pioneered the overhead video format that is now ubiquitous across most major food brands, and is a platform for food creators. We sold Complex Networks , a global youth entertainment company targeting Millennial and Gen Z audiences, in February 2024.
Tasty , first launched in 2015, pioneered the overhead video format that is now ubiquitous across most major food brands, and is a platform for food creators. Our Audience Our content reflects the voice of Millennials and Gen Z, and creates an “inspiration engine” that helps millions explore new things, try unique experiences, and discover novel products.
In particular, partners who purchase several of our solutions often increase their average spend with BuzzFeed, which drives longer term relationships and improves customer retention. • Drive sustainable, profitable growth — Following several years of discipline and cost management initiatives, our business is benefiting from significant operating leverage.
In particular, partners who purchase several of our solutions often increase their average spend with BuzzFeed. 8 Table of Contents • Drive sustainable, profitable growth — We have had several years of cost management initiatives. We are committed to building a business that delivers margin expansion and generates positive cash flows.
Our data-driven approach to content creation is designed to benefit all stakeholders across our ecosystem: audiences, creators, and advertisers alike. BuzzFeed began as a lab in New York City, experimenting with content, formats, and distribution on the Internet.
BuzzFeed began as a lab in New York City, experimenting with content, formats, and distribution on the Internet. For nearly 20 years, we have established a deep understanding of modern media and developed proprietary technology designed to rapidly scale and monetize digital content.
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Additionally, we sold First We Feast , a food, drink, and pop culture-focused online destination, in December 2024. These sales complete our strategic pivot away from a combined portfolio of brands, and into a strategy that leverages the strength of each of our brands, with a focus on programmatic advertising and affiliate commerce.
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Advertisers continue to face brand safety risks on the largest social platforms. These platforms have become reliant on user-generated content that is often toxic and / or misleading.
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Refer to Note 21 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details with respect to these sales. Our Audience Our content reflects the voice of Millennials and Gen Z, and creates an “inspiration engine” that helps millions explore new things, try unique experiences, and discover novel products.
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In recent years, we have leveraged our media network to develop a comprehensive suite of digital advertising products and services and extend into complementary business lines, such as long-form content development and commerce.
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Supported by our scalable and repeatable technology platform, our data-driven content flywheel informs our most important decisions. Our content and brands are designed for modern-day consumption patterns, providing engagement behavior data and learnings across the BuzzFeed network.
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Our DI&B initiatives, as well as our six employee resource groups, serve as key assets for our diverse population, providing culturally-relevant training, community networking and volunteer opportunities, among other projects. We continually refine our approach to hiring, training, career development, and education to support our mission of DI&B.
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As we prioritize resources towards the highest margin businesses, we are committed to building a business that delivers margin expansion and generates positive cash flows. BuzzFeed operates within the digital media space, a category that we have pioneered and helped develop.
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As of December 31, 2024, we had 611 employees located across seven countries.
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In December 2024, we completed the sale of certain assets and liabilities relating to the business of First We Feast ; however, these former employees remained on our payroll until January 1, 2025. Additionally, in February 2025, we announced plans to reduce expenses by implementing an approximately 5% reduction in our then-current workforce.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFailure to remediate the material weaknesses 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 recorded significant impairment charges in the past and could do so again in the future . • We may require additional capital to support our operations, and we cannot be certain that this capital will be available on reasonable terms when required, or at all. • Restrictions imposed by the indenture governing the Notes could adversely affect our operating flexibility. • Our Notes may impact our financial results, result in the dilution of our stockholders, or create downward pressure on the price of our Class A common stock. 14 Table of Contents Risks Related to Ownership of Our Securities • We may issue additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of our Class A common stock (including upon the exercise of warrants or via our at-the-market offering) which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. • We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to the holder, thereby making the warrants worthless. • There can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless. • The market price of our securities may be volatile, which may increase the risk of securities-related litigation, or cause the loss of part or all of holders’ investments. • The multi-class structure of our common stock has the effect of concentrating voting power with our chief executive officer, which limits other stockholders’ ability to influence the outcome of shareholder votes, including, but not limited to, important transactions that might involve a change in control. • Our common stock market price and trading volume could decline if securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business. • 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. • If our existing shareholders sell, or indicate an intent to sell, large amounts of our Class A common stock in the public market, the trading price of our ordinary shares could decline.
Biggest changeAlthough such financing is generally supported by minimum guarantees or other commitments, and not dependent on revenues generated from exploitation, there can be no assurance that our productions will ultimately be profitable or that co-financing partners will recover their investments. 14 Table of Contents Risks Related to Ownership of Our Securities • We may issue additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of our Class A common stock (including upon the exercise of warrants or via our at-the-market offering) which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. • Our outstanding warrants are significantly out of the money, and it is likely they will expire worthless. • We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to the holder, thereby making the warrants worthless. • The market price of our securities may be volatile, which may increase the risk of securities-related litigation, or cause the loss of part or all of holders’ investments. • The multi-class structure of our common stock has the effect of concentrating voting power with our chief executive officer, which limits other stockholders’ ability to influence the outcome of shareholder votes, including, but not limited to, important transactions that might involve a change in control. • Our common stock market price and trading volume could decline if securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business. • 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. • If our existing shareholders sell, or indicate an intent to sell, large amounts of our Class A common stock in the public market, the trading price of our ordinary shares could decline.
Further, we have historically maintained most of our deposits at a limited number of financial institutions and retain lending relationships with a limited number of banking institutions. If our relationship banks and financial institutions experience difficulties, our ability to access our cash and cash equivalents, including transferring funds, making payments, or receiving funds may be threatened.
Further, we have historically maintained most of our deposits at a limited number of financial institutions and retain lending relationships with a limited number of banking institutions. If our relationship with banks and financial institutions experience difficulties, our ability to access our cash and cash equivalents, including transferring funds, making payments, or receiving funds may be threatened.
Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • changes in the industries in which we and our customers operate; • success of competitors; • operating results failing to meet the expectations of securities analysts or investors in a particular period; • changes in the level of coverage of our securities by securities analysts or changes in financial estimates and recommendations by securities analysts concerning us or the industry in which we operate in general; • the public’s reaction to our press releases, our other public announcements, and our filings with the SEC; • operating and stock price performance of other companies that investors deem comparable to us; • ability to market new and enhanced products and services on a timely basis; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • additions and departures of key personnel; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our Class A common stock available for public sale; • any major change in our board of directors; • sales of substantial amounts of our Class A common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, increased interest rates, inflationary pressures, fuel prices, international currency fluctuations, supply chain disruptions, labor shortage and disputes, acts of war, terrorism, and the direct and indirect results of the of global pandemics on the markets and the broader global economy.
Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; 37 Table of Contents • changes in the industries in which we and our customers operate; • success of competitors; • operating results failing to meet the expectations of securities analysts or investors in a particular period; • changes in the level of coverage of our securities by securities analysts or changes in financial estimates and recommendations by securities analysts concerning us or the industry in which we operate in general; • the public’s reaction to our press releases, our other public announcements, and our filings with the SEC; • operating and stock price performance of other companies that investors deem comparable to us; • ability to market new and enhanced products and services on a timely basis; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • additions and departures of key personnel; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our Class A common stock available for public sale; • any major change in our board of directors; • sales of substantial amounts of our Class A common stock by our directors, executive officers, or significant stockholders, or the perception that such sales could occur; and • general economic and political conditions such as recessions, increased interest rates, inflationary pressures, fuel prices, international currency fluctuations, supply chain disruptions, labor shortage and disputes, acts of war, terrorism, and the direct and indirect results of the of global pandemics on the markets and the broader global economy.
For example, among others: • 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 networks and that achieve a high level of market acceptance; 18 Table of Contents • as third-party platforms introduce new content formats and those formats gain popularity with audiences, this may lead to limitations on monetization of our content across these platforms, the loss of control over distribution of our content and of a direct relationship with our audience, and lower audience engagement; • we may introduce new content or services, or make changes to existing content and services, that are not favorably received by consumers; • we may not be able to adapt quickly enough to the increasing use and importance of AI tools in our industry and by our competitors; • there may be changes in sentiment of our traffic about the quality, usefulness or relevance of our existing content or concerns related to privacy, security, or other factors; • failure to successfully manage changes implemented by social media platforms, search engines, news aggregators or mobile application stores, and device manufacturers, including those affecting how our content and applications are prioritized, displayed, and monetized, could affect our business; • consumers may increasingly use technology (such as incognito browsing) that decreases our ability to obtain a complete view of the behavior of traffic that engages with our content; and • we may be unable to maintain or update our technology infrastructure in a way that meets market and consumer demands.
For example, among others: • 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 networks, and that achieve a high level of market acceptance; • as third-party platforms introduce new content formats and those formats gain popularity with audiences, this may lead to limitations on monetization of our content across these platforms, the loss of control over distribution of our content and of a direct relationship with our audience, and lower audience engagement; • we may introduce new content or services, or make changes to existing content and services, that are not favorably received by consumers; • we may not be able to adapt quickly enough to the increasing use and importance of AI tools in our industry and by our competitors; • there may be changes in sentiment of our traffic about the quality, usefulness, or relevance of our existing content, or concerns related to privacy, security, or other factors; • failure to successfully manage changes implemented by social media platforms, search engines, news aggregators or mobile application stores, and device manufacturers, including those affecting how our content and applications are prioritized, displayed, and monetized, could affect our business; • consumers may increasingly use technology (such as incognito browsing) that decreases our ability to obtain a complete view of the behavior of traffic that engages with our content; and • we may be unable to maintain or update our technology infrastructure in a way that meets market and consumer demands.
A number of additional factors could potentially negatively affect our traffic growth and engagement, including Time Spent, including if: • traffic engages with other platforms or content as an alternative to ours; • we are unable to convince potential new traffic of the value, usefulness, and relevance of our content; • there is a decrease in the perceived quality and relevance of our content; • we fail to introduce new and improved content or services or if we introduce new or improved content or services that are not favorably received or that negatively affect levels of traffic and engagement; • our audience believes that their experience is diminished as a result of the decisions we make with respect to the frequency, relevance, and prominence of ads that we display; • there are changes in the third-party platforms on which we rely to deliver a majority of our traffic; • there is a diminishment in the popularity of the third-party platforms on which we distribute our content; • technical or other problems prevent us from delivering our content or services in a rapid and reliable manner or otherwise affect the experience of our traffic; • we experience service outages, data protection, and security issues; • our trademarks are exploited by others without permission or the value of our trademarks is diluted by our actions or the actions of others; • there are adverse changes in our content or services that are mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements or consent decrees; or • we do not maintain our brand image or our reputation is damaged, including as a result of any strategic alliances or licensing agreements with third-parties or relationships with content creators and on-camera talent.
A number of additional factors could potentially negatively affect our traffic growth and engagement, including Time Spent, including if: • traffic engages with other platforms or content as an alternative to ours; • we are unable to convince potential new traffic of the value, usefulness, and relevance of our content; • there is a decrease in the perceived quality and relevance of our content; 20 Table of Contents • we fail to introduce new and improved content or services or if we introduce new or improved content or services that are not favorably received or that negatively affect levels of traffic and engagement; • our audience believes that their experience is diminished as a result of the decisions we make with respect to the frequency, relevance, and prominence of ads that we display; • there are changes in the third-party platforms on which we rely to deliver a majority of our traffic; • there is a diminishment in the popularity of the third-party platforms on which we distribute our content; • technical or other problems prevent us from delivering our content or services in a rapid and reliable manner or otherwise affect the experience of our traffic; • we experience service outages, data protection, and security issues; • our trademarks are exploited by others without permission or the value of our trademarks is diluted by our actions or the actions of others; • there are adverse changes in our content or services that are mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements or consent decrees; or • we do not maintain our brand image or our reputation is damaged, including as a result of any strategic alliances or licensing agreements with third-parties or relationships with content creators and on-camera talent.
If Congress revises or repeals Section 230 or the Federal Communication Commission adopts new rules, we may no longer be afforded the same level of protection offered by current Section 230. Additionally, recent amendments to U.S. patent laws may affect the ability of companies, including us, to defend against claims of patent infringement.
If Congress revises or repeals Section 230 or the Federal Communication Commission adopts new rules, we may no longer be afforded the same level of protection offered by current Section 230. Additionally, amendments to U.S. patent laws may affect the ability of companies, including us, to defend against claims of patent infringement.
We are subject to rules and regulations by various governing bodies, including, but not limited to, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. For example, the SEC has recently adopted new rules with respect to cybersecurity disclosure.
We are subject to rules and regulations by various governing bodies, including, but not limited to, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. For example, the SEC has adopted new rules with respect to cybersecurity disclosure.
Bribery Act (and local law analogues); • compliance with economic and trade sanctions set by, among others, the Office of Foreign Assets Control against targeted foreign governments, entities and individuals; • risk of fluctuations in foreign currency exchange rates, as we transact business in various foreign currencies, including obtaining revenue and incurring costs denominated in foreign currencies, primarily the British pound, Japanese yen, Australian dollar, Mexican peso, and Canadian dollar and, accordingly, changes in exchange rates, could negatively affect our and results of operations as expressed in U.S. dollars, a risk we do not currently engage in hedging activities to limit; • foreign exchange controls that might require significant lead time in setting up operations in certain geographic territories and might prevent us from repatriating cash earned outside the U.S.; • double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the U.S. or the foreign jurisdictions in which we operate; and • higher costs of doing business internationally, including increased accounting, travel, infrastructure, and legal compliance costs.
Bribery Act (and local law analogues); 30 Table of Contents • compliance with economic and trade sanctions set by, among others, the Office of Foreign Assets Control against targeted foreign governments, entities and individuals; • risk of fluctuations in foreign currency exchange rates, as we transact business in various foreign currencies, including obtaining revenue and incurring costs denominated in foreign currencies, primarily the British pound, Japanese yen, Australian dollar, Mexican peso, and Canadian dollar and, accordingly, changes in exchange rates, could negatively affect our and results of operations as expressed in U.S. dollars, a risk we do not currently engage in hedging activities to limit; • foreign exchange controls that might require significant lead time in setting up operations in certain geographic territories and might prevent us from repatriating cash earned outside the U.S.; • double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the U.S. or the foreign jurisdictions in which we operate; and • higher costs of doing business internationally, including increased accounting, travel, infrastructure, and legal compliance costs.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are taking, and may take, advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are taking advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Our financial results in any given reporting period may be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including: • our ability to maintain and grow traffic and engagement; • changes made to the social media and other platforms that are important channels of distribution for our content, or changes in the patterns of use of those channels by users; • our ability to attract and retain advertisers in a particular period; • shifts in advertiser and consumer spending habits; • seasonal fluctuations in our revenue — for example, our revenue is typically highest in the fourth quarter of the year due to strong advertising spending and consumer spending during this quarter; • the number of ads shown to our traffic; • the pricing of our advertising products; 25 Table of Contents • the diversification and growth of revenue sources beyond current advertising products; • the development and introduction of new content, products, or services by us or our competitors; • increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive; • our ability to maintain gross margins and operating margins; and • system failures or breaches of security or privacy.
Our financial results in any given reporting period may be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including: • our ability to maintain and grow traffic and engagement; • changes made to the social media and other platforms that are important channels of distribution for our content, or changes in the patterns of use of those channels by users; • our ability to attract and retain advertisers in a particular period; • shifts in advertiser and consumer spending habits; • seasonal fluctuations in our revenue — for example, our revenue is typically highest in the fourth quarter of the year due to strong advertising spending and consumer spending during this quarter; • the number of ads shown to our traffic; • the pricing of our advertising products; • the diversification and growth of revenue sources beyond current advertising products; • the development and introduction of new content, products, or services by us or our competitors; • increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive; • our ability to maintain gross margins and operating margins; and • system failures or breaches of security or privacy.
“Management’s Discussion and Analysis of Financial Condition and Results of Operation” included elsewhere within this Annual Report on Form 10-K, under which the remaining authorized balance of the at-the-market-offering was approximately $147.0 million as of December 31, 2024, (ii) in connection with private placements or other equity or debt offerings, (iii) as an element of contractual relationships with customers, (iv) stemming from acquisitions or other transactions, (v) as part of compensation arrangements, or (vi) as a result of financing transactions.
“Management’s Discussion and Analysis of Financial Condition and Results of Operation” included elsewhere within this Annual Report on Form 10-K, under which the remaining authorized balance of the at-the-market offering was approximately $147.0 million as of December 31, 2025, (ii) in connection with private placements or other equity or debt offerings, (iii) as an element of contractual relationships with customers, (iv) stemming from acquisitions or other transactions, (v) as part of compensation arrangements, or (vi) as a result of financing transactions.
Circumstances which could trigger such a review include, but are not limited to, the following: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a 33 Table of Contents forecast of continuing losses associated with the use of the asset; and current expectations that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.
Circumstances which could trigger such a review include, but are not limited to, the following: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectations that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.
We are subject to a variety of laws and regulations in the U.S. and abroad that involve matters central to our business, including, but not limited to contracts, securities, privacy, rights of publicity, data protection, content regulation, advertising and marketing, intellectual property (copyright, trademark and patent), libel and defamation, labor and employment, bribery and corruption, economic and trade sanctions, competition, protection of minors, consumer protection, taxation, and regulation of controlled substances.
We are subject to a variety of laws and regulations in the U.S. and abroad that involve matters central to our business, including, but not limited to contracts, securities, privacy, rights of publicity, data protection, content regulation, advertising and marketing, intellectual property (copyright, trademark, and patent), libel and defamation, labor and 42 Table of Contents employment, bribery and corruption, economic and trade sanctions, competition, protection of minors, consumer protection, taxation, and regulation of controlled substances.
Any failure, or perceived failure, by us or the third parties upon which we rely to comply with the laws and regulations relating to privacy, data protection, or consumer marketing practices that govern our business operations, as well as any failure, or perceived failure, by us or the third parties upon which we rely to comply with our own posted policies relating to such matters, could result in claims against us by governmental entities or others, negative publicity, and a loss of 45 Table of Contents confidence in us by our traffic and advertisers.
Any failure, or perceived failure, by us or the third parties upon which we rely to comply with the laws and regulations relating to privacy, data protection, or consumer marketing practices that govern our business operations, as well as any failure, or perceived failure, by us or the third parties upon which we rely to comply with our own posted policies relating to such matters, could result in claims against us by governmental entities or others, negative publicity, and a loss of confidence in us by our traffic and advertisers.
Our advertising revenue could be adversely affected by a number of other factors, including: • decreases in traffic to, or engagement (including Time Spent) with, our brands and content; • the impact of macroeconomic conditions and conditions in the advertising industry in general; • the impact of new technologies or formats that could block or obscure the display of or targeting of our content; • loss of advertising market share to our competitors; • inability to increase advertiser demand and / or inventory; • inability to demonstrate the value of our content to advertisers and advertising agencies or inability to measure the value of our content in a manner which advertisers and advertising agencies find useful; • cancellation of certain pre-paid branded advertising orders; • inability to help advertisers effectively target ads; • decreases in the cost per ad engagement; • changes in the way our ad products are priced; • inability to generate income on third-party platforms because of an absence of ad placement tools and the general monetization immaturity of certain third-party platforms; • changes to ad placement capabilities on third-party platforms; • inability to improve our analytics and measurement solutions that demonstrate the value of our content; • bad debts related to trade credit extended to certain advertisers; • our entry into revenue sharing arrangements or other partnerships with third parties; • adverse legal developments relating to advertising or measurement tools related to the effectiveness of advertising, including legislative and regulatory developments impacting branded content, labeling of advertising, privacy and consent requirements related to sharing of personal data, and / or litigation related to any of the foregoing; and • adverse media reports or other negative publicity involving us or the digital media industry as a whole.
Our advertising revenue could be adversely affected by a number of other factors, including: • decreases in traffic to, or engagement (including Time Spent, as defined elsewhere within this Annual Report on Form 10-K) with, our brands and content; • the impact of macroeconomic conditions and conditions in the advertising industry in general; • the impact of new technologies or formats that could block or obscure the display of or targeting of our content; • loss of advertising market share to our competitors; • inability to increase advertiser demand and / or inventory; • inability to demonstrate the value of our content to advertisers and advertising agencies or inability to measure the value of our content in a manner which advertisers and advertising agencies find useful; • cancellation of certain pre-paid branded advertising orders; • inability to help advertisers effectively target ads; • decreases in the cost per ad engagement; • changes in the way our ad products are priced; • inability to generate income on third-party platforms because of an absence of ad placement tools and the general monetization immaturity of certain third-party platforms; • changes to ad placement capabilities on third-party platforms; • inability to improve our analytics and measurement solutions that demonstrate the value of our content; • bad debts related to trade credit extended to certain advertisers; • our entry into revenue sharing arrangements or other partnerships with third parties; • adverse legal developments relating to advertising or measurement tools related to the effectiveness of advertising, including legislative and regulatory developments impacting branded content, labeling of advertising, privacy and consent requirements related to sharing of personal data, and / or litigation related to any of the foregoing; and • adverse media reports or other negative publicity involving us or the digital media industry as a whole.
Reductions in overall advertising spending as a result of these factors, which are out of our control, or due to the occurrence of unanticipated 15 Table of Contents events could result in a decrease in our revenue and potential profit or make it difficult to predict our future performance, any of which could adversely affect our business, results of operations, and financial condition.
Reductions in overall advertising spending as a result of these factors, which are out of our control, or due to the occurrence of unanticipated events, could result in a decrease in our revenue and potential profit or make it difficult to predict our future performance; any of which could adversely affect our business, results of operations, and financial condition.
We have also disposed of businesses (i.e., our sale of certain assets relating to the business of Complex Networks pursuant to the Asset Purchase Agreement, dated as of February 21, 2024, with Commerce Media Holdings, LLC (i.e., the “Complex Disposition”) and our sale of certain assets and liabilities relating to the business of First We Feast pursuant to the Asset Purchase Agreement dated December 11, 2024, with FEAST OPCO LLC (i.e., the “First We Feast Disposition”)).
We have also disposed of businesses (i.e., our sale of certain assets relating to the business of Complex Networks pursuant to the Asset Purchase Agreement, dated as of February 21, 2024, with Commerce Media Holdings, LLC (i.e., the “Complex Disposition”) and our sale of 22 Table of Contents certain assets and liabilities relating to the business of First We Feast pursuant to the Asset Purchase Agreement dated December 11, 2024, with FEAST OPCO LLC (i.e., the “First We Feast Disposition”)).
From time to time, we may be subject to claims, lawsuits (including class actions), government investigations, arbitrations, and other proceedings involving competition and antitrust, advertising and marketing, intellectual property (including copyright, trademark and patent), privacy, defamation, libel and slander, consumer protection, securities, tax, labor and employment, bribery and corruption, economic and trade sanctions, commercial disputes, and other matters that could adversely affect our business operations and financial condition.
From time to time, we may be subject to claims, lawsuits (including class actions), government investigations, arbitrations, and other proceedings involving competition and antitrust, advertising and marketing, intellectual property (including copyright, trademark, and patent), privacy, defamation, libel and slander, consumer protection, securities, tax, 43 Table of Contents labor and employment, bribery and corruption, economic and trade sanctions, commercial disputes, and other matters that could adversely affect our business operations and financial condition.
Peretti is able to exert over matters submitted to our stockholders for approval, including an approval right over any acquisition or liquidation of our company, our second amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.
Peretti is able to exert over matters submitted to our stockholders for approval, including an approval right over any acquisition or liquidation of our company, our second amended and restated 38 Table of Contents certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.
Our efforts to comply with new and changing laws and regulations have resulted in increased general and administrative expenses and a diversion of management time and attention. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.
Our efforts to comply with new and changing laws and regulations have resulted in increased general and administrative expenses and a diversion of management time and attention. 45 Table of Contents Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.
Such events could result in large expenditures to investigate or remediate, to recover data, to repair or replace networks or information systems, including changes to security measures, to deploy additional personnel, to defend litigation or to protect against similar future events, and may cause damage to our reputation or loss of revenue.
Such events could result in large expenditures to investigate or remediate, to recover data, 27 Table of Contents to repair or replace networks or information systems, including changes to security measures, to deploy additional personnel, to defend litigation or to protect against similar future events, and may cause damage to our reputation or loss of revenue.
For example, certain security systems in homes or other remote workplaces may be less secure than 31 Table of Contents those used in our offices, which may subject us to increased security risks, including cybersecurity-related events, and expose us to risks of data or financial loss and associated disruptions to our business operations.
For example, certain security systems in homes or other remote workplaces may be less secure than those used in our offices, which may subject us to increased security risks, including cybersecurity-related events, and expose us to risks of data or financial loss and associated disruptions to our business operations.
Unless we consent in writing to the selection of an 41 Table of Contents alternative forum, to the fullest extent permitted by law, the federal district courts of the U.S. will be the exclusive forum for the resolution of any action or proceeding asserting a cause of action arising under the Securities Act or the Exchange Act.
Unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the U.S. will be the exclusive forum for the resolution of any action or proceeding asserting a cause of action arising under the Securities Act or the Exchange Act.
We are dependent on the interoperability of our content and our applications with popular mobile operating systems, streaming tools, networks, and standards that we do not control, such as the Android and iOS operating systems. Our mobile applications are downloaded from third-party app stores, such as the Apple App Store and Google Play.
We are dependent on the interoperability of our content and our applications with popular mobile operating systems, streaming tools, networks, and standards that we do not control, such as the Android and iOS operating systems. Our mobile 28 Table of Contents applications are downloaded from third-party app stores, such as the Apple App Store and Google Play.
Refer to Note 21 included elsewhere within this Annual Report on Form 10-K for further details on the license agreement with Independent Digital News Media Limited.
Refer to Note 18 included elsewhere within this Annual Report on Form 10-K for further details on the license agreement with Independent Digital News Media Limited.
Such actions may 23 Table of Contents also result in the diversion of management time and focus from operating our business or result in claims against us, including from stockholders. The occurrence of any of these events could have an adverse effect on our reputation, business, and results of operations.
Such actions may also result in the diversion of management time and focus from operating our business or result in claims against us, including from stockholders. The occurrence of any of these events could have an adverse effect on our reputation, business, and results of operations.
While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security- 27 Table of Contents related obligations to us, or cause the loss of our data or prolonged downtime, any award may be insufficient to cover our damages, or we may be unable to recover such award.
While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, or cause the loss of our data or prolonged downtime, any award may be insufficient to cover our damages, or we may be unable to recover such award.
Our ability to maintain or increase the number of visitors to our owned and operated properties from third-party platforms and Internet search engines is not entirely within our control. 22 Table of Contents Some of these platforms have diminished, and may continue to diminish, in popularity.
Our ability to maintain or increase the number of visitors to our owned and operated properties from third-party platforms and Internet search engines is not entirely within our control. Some of these platforms have diminished, and may continue to diminish, in popularity.
If we or those who engage with our brands or content experience disruptions in Internet service or if Internet service providers are 29 Table of Contents able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers.
If we or those who engage with our brands or content experience disruptions in Internet service or if Internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers.
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.
In addition, 19 Table of Contents 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.
We have expended, and expect to continue to expend, significant time and resources with the aim of remediating our material weaknesses. If not remediated, these material weaknesses could result in material misstatements to our annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in the delayed filing of required periodic reports.
We have expended, and expect to continue to expend, significant time and resources with the aim of remediating our material weakness. If not remediated, this material weakness could result in material misstatements to our annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in the delayed filing of required periodic reports.
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. 19 Table of Contents The levels of our traffic to, and engagement with, our brands and content are critical to our success.
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. The levels of our traffic to, and engagement with, our brands and content are critical to our success.
The implementation of this restructuring plan, or any we implement in the future, may also be costly and disruptive to our business or have other negative consequences, such as litigation, attrition beyond our planned reduction in workforce, negative impacts on employee morale and productivity, or on our ability to attract and retain highly skilled employees.
The implementation of these restructuring plans, or any we implement in the future, may also be costly and disruptive to our business or have other negative consequences, such as litigation, attrition beyond our planned reduction in workforce, negative impacts on employee morale and productivity, or on our ability to attract and retain highly skilled employees.
Changes in consumer behavior, driven by shifting political and social attitudes, could result in decreased demand for our content, lower advertising revenue, and heightened pressure to adapt our strategies to mitigate potential reputational and financial impacts. International Challenges and Risks. We have offices around the world and our content is available in multiple languages.
Changes in consumer behavior, driven by shifting political and social attitudes, could result in decreased demand for our content, lower advertising revenue, and heightened pressure to adapt our strategies to mitigate potential reputational and financial impacts. International Challenges and Risks. We have foreign offices and our content is available in multiple languages.
Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated event could impact our cloud infrastructure and result in lengthy interruptions in our services. In addition, acts of terrorism and other geopolitical unrest (including the ongoing conflicts between Israel and Hamas and between Russia and Ukraine) could cause disruptions in our business.
Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated event could impact our cloud infrastructure and result in lengthy interruptions in our services. In addition, acts of terrorism and other geopolitical unrest (including the ongoing conflicts in the Middle East and between Russia and Ukraine) could cause disruptions in our business.
Further, sustained uncertainty about, or worsening of, current global economic conditions, including the ongoing conflicts 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.
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 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.
Additionally, if we fail to successfully promote and maintain our brands or if we incur excessive expenses in this effort, our business and financial results may be adversely affected. 20 Table of Contents If we do not consistently produce high quality content and products in a timely manner, our revenue may be materially and negatively impacted.
Additionally, if we fail to successfully promote and maintain our brands or if we incur excessive expenses in this effort, our business and financial results may be adversely affected. If we do not consistently produce high quality content and products in a timely manner, our revenue may be materially and negatively impacted.
Similarly, if any parties with whom we conduct business are unable to access funds pursuant to lending arrangements with a closed financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected.
Similarly, if any parties with whom we conduct business are unable to access funds 29 Table of Contents pursuant to lending arrangements with a closed financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected.
The issuance of additional shares of our Class A common stock as a result of any of the aforementioned transactions may result in significant dilution to the holders of our Class A common stock and an increase in the number of shares eligible for resale in the public market.
The issuance of additional shares of our Class A common stock as a result of any of the aforementioned transactions may result in significant dilution to the holders of our Class A 36 Table of Contents common stock and an increase in the number of shares eligible for resale in the public market.
However, if we are to use some or all of these exemptions in the future, our stockholders may not have 42 Table of Contents the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
However, if we are to use some or all of these exemptions in the future, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
If our traffic is unable to access our platform or our content on third-party platforms, or we are not able to make content available rapidly on our platform or on third-party platforms, our traffic may seek other channels to obtain the information, and may not return to our platform or view our content on third-party platforms, or use our platform as often in the future, or at all.
If our traffic is unable to access our platform or our content on third-party platforms, or we are not able to make content available rapidly on our platform or on third-party platforms, our traffic may seek other channels 25 Table of Contents to obtain the information, and may not return to our platform or view our content on third-party platforms, or use our platform as often in the future, or at all.
This annual certification and the maintenance of the Sarbanes-Oxley compliance program requires ongoing and significant effort from key stakeholders across our business operations. In addition, we currently disclose material weaknesses in our control environment, which require increased attention from our management and financial investment to remediate.
This annual certification and the maintenance of the Sarbanes-Oxley compliance program requires ongoing and significant effort from key stakeholders across our business operations. In addition, we currently disclose a material weakness in our control environment, which requires increased attention from our management and financial investment to remediate.
Our historical financial results have fluctuated in the past and we expect they will continue to do so.
Our financial results have fluctuated in the past and will fluctuate in the future. Our historical financial results have fluctuated in the past and we expect they will continue to do so.
As of December 31, 2024, there were: outstanding public warrants originally issued by 890, but which we assumed in connection with the Business Combination, exercisable for an aggregate of 2,395,833 shares of our Class A common stock at an exercise price of approximately 36 Table of Contents $46.00 per share.
As of December 31, 2025, there were: outstanding public warrants originally issued by 890, but which we assumed in connection with the Business Combination, exercisable for an aggregate of 2,395,833 shares of our Class A common stock at an exercise price of approximately $46.00 per share.
These macroeconomic factors have adversely affected our advertising and content revenues in 2023 and 2024, and we expect these factors will continue to adversely impact our revenue in 2025. Additionally, because of these pressures, certain advertisers may not have the budget for marketing expenditures.
These macroeconomic factors have adversely affected our advertising and content revenues in 2023, 2024, and 2025, and we expect these factors will continue to adversely impact our revenue in 2026. Additionally, because of these pressures, certain advertisers may not 16 Table of Contents have the budget for marketing expenditures.
As a result, the market price and trading volume for our common shares could be adversely affected due to the lack of external research and analysis on our business.
As a 39 Table of Contents result, the market price and trading volume for our common shares could be adversely affected due to the lack of external research and analysis on our business.
Refer to Note 10 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details on outstanding awards as of December 31, 2024.
Refer to Note 9 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details on outstanding awards as of December 31, 2025.
Our ability to make scheduled payments with respect to, or to refinance, the Notes depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business, and other factors beyond our control.
Our ability to make scheduled payments with respect to, or to refinance any indebtedness, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business, and other factors beyond our control.
As a result, our competitors may acquire and engage traffic at the expense of the growth or engagement of our traffic, which would 16 Table of Contents negatively affect our business.
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.
If our performance metrics are not accurate representations of our business, user base, or traffic levels, if we discover material inaccuracies in our metrics, or if the metrics we rely on to track our performance do not provide an accurate measurement of our business, our reputation may be harmed, we may be subject to legal or regulatory actions, and our operating and financial results could be adversely affected. 26 Table of Contents If we fail to effectively invest in our business, operating results could be harmed.
If our performance metrics are not accurate representations of our business, user base, or traffic levels, if we discover material inaccuracies in our metrics, or if the metrics we rely on to track our performance do not provide an accurate measurement of our business, our reputation may be harmed, we may be subject to legal or regulatory actions, and our operating and financial results could be adversely affected.
Competition for traffic to, and engagement with, our content, products, and services is intense. 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.
Competition for traffic to, and engagement with, our content, products, and services is considerable. We compete against many companies to attract and engage traffic, including companies that have greater financial resources and larger 17 Table of Contents user bases, and companies that offer a variety of Internet and mobile device-based content, products, and services.
Our expectations are subject to many estimates and assumptions, and the actual savings and costs, and the timing for those savings and costs, may vary materially. Further, we have implemented restructuring plans in the past, including as recently as February 2024, and there can be no assurances that further restructuring plans will not be needed.
Our expectations are subject to many estimates and assumptions, and the actual savings and costs, and the timing for those savings and costs, may vary materially. Further, we have implemented restructuring plans in the past, and there can be no assurances that further restructuring plans will not be needed.
Further, a portion of our employees are journalists, who may face heightened dangers during such catastrophes, particularly when reporting in high-risk environments, and any failure on our part to mitigate such risks could cause us reputational harm and adversely impact our business, financial condition, and operating results.
Further, a portion of our employees are journalists, who may face heightened dangers during such catastrophes, particularly when reporting in high-risk environments, and any failure on our part to mitigate such risks could cause us reputational harm and adversely impact our business, financial condition, and operating results. Litigation or governmental investigations can impact our business practices and operating results.
We continue to work with our advisors to optimize our consolidated balance sheet and evaluate our assets. If we decide to sell assets or a business, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the achievement of our strategic objectives.
We continue to work on optimizing our consolidated balance sheet and evaluating our assets. If we decide to sell assets or a business, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the achievement of our strategic objectives.
As of December 31, 2024, approximately 16.4% of our employees were unionized, with certain employees associated with BuzzFeed Canada, Inc. in Canada belonging to the Canadian Media Guild, and certain employees associated with HuffPost in the U.S. belonging to the Writers Guild of America, East.
As of December 31, 2025, approximately 14.6% of our employees were unionized, with certain employees associated with BuzzFeed Canada, Inc. in Canada belonging to the Canadian Media Guild, and certain employees associated with HuffPost in the U.S. belonging to the Writers Guild of America, East.
As of December 31, 2024, Jonah Peretti and his affiliates held approximately 97% of our Class 38 Table of Contents B common stock and, as such, approximately 64% of the voting power of our common stock. Accordingly, Mr.
As of December 31, 2025, Jonah Peretti and his affiliates held approximately 97% of our Class B common stock and, as such, approximately 64% of the voting power of our common stock. Accordingly, Mr.
As of December 31, 2024, we had accumulated $298.5 million and $11.6 million of U.S. federal and state net operating loss carryforwards (“NOLs”), respectively, available to reduce future taxable income, some of which will begin to expire in 2030 for U.S. federal tax purposes and 2025 for state tax purposes.
As of December 31, 2025, we had accumulated $327.5 million and $13.9 million of U.S. federal and state net operating loss carryforwards (“NOLs”), respectively, available to reduce future taxable income, some of which will begin to expire in 2030 for U.S. federal tax purposes and 2026 for state tax purposes.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis. We are currently in the process of remediating one material weakness in our internal control over financial reporting.
We use open-source software in our products and services and will use open-source software in the future. In addition, we contribute software source code to open-source projects under open-source licenses or release internal software projects under open-source licenses, and anticipate doing so in the future.
In addition, we contribute software source code to open-source projects under open-source licenses or release internal software projects under open-source licenses, and anticipate doing so in the future.
As we continue to look for ways to diversify our business, we may need to invest in our operating capacities, such as research and content development, in order to keep pace with our competition.
If we fail to effectively invest in our business, operating results could be harmed. As we continue to look for ways to diversify our business, we may need to invest in our operating capacities, such as research and content development, in order to keep pace with our competition.
Since our inception, we have generally incurred significant losses and we may continue to incur net losses in the future. For the year ended December 31, 2024, we had a net loss from continuing operations of $34.0 million. As of December 31, 2024, we had an accumulated deficit of $621.9 million.
Since our inception, we have generally incurred significant losses and we may continue to incur net losses in the future. For the year ended December 31, 2025, we had a net loss from continuing operations of $57.3 million. As of December 31, 2025, we had an accumulated deficit of $679.6 million.
Concerns over our privacy and security practices, whether actual or unfounded, could damage our reputation and brand and deter users, advertisers, and partners from using our products and services.
Concerns over our privacy and security practices, whether actual or unfounded, could damage our reputation and brand and deter users, advertisers, and partners from using our products and services. Any of these occurrences could seriously harm our business.
Further, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If our Class A common stock fails to be listed on any national securities exchange or quoted on Nasdaq , such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities, because states are not preempted from regulating the sale of securities that are not covered securities. 40 Table of Contents If our existing shareholders sell, or indicate an intent to sell, amounts of our Class A common stock in the public market, the trading price of our ordinary shares could decline.
Further, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If our Class A common stock fails to be listed on any national securities exchange or quoted on Nasdaq , such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities, because states are not preempted from regulating the sale of securities that are not covered securities.
Declines in referrals from third-party platforms could therefore cause our revenue to decline. • We have incurred operating losses in the past, may incur operating losses in the future, and may not achieve or maintain profitability in the future. • Acquisitions, dispositions, joint ventures, strategic partnerships, and strategic investments could disrupt our business and harm our financial condition and operating results. • Our development and implementation of AI solutions may not be successful, which may impair our ability to compete effectively, result in reputational harm, and have a material adverse impact on our operating results. • We may not realize the expected financial and operational benefits of our recently announced restructuring plan, and its implementation may negatively impact our business. • The loss of key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.
Declines in referrals from third-party platforms could therefore cause our revenue to decline. • We have incurred operating losses in the past, may incur operating losses in the future, and may not achieve or maintain profitability in the future. • Acquisitions, dispositions, joint ventures, strategic partnerships, and strategic investments could disrupt our business and harm our financial condition and operating results. • Our development and implementation of AI solutions may not be successful, which may impair our ability to compete effectively, result in reputational harm, and have a material adverse impact on our operating results. • We may not realize the expected financial and operational benefits of our restructuring plans, and the implementation may negatively impact our business. • The loss of key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business. • We may not be able to successfully develop or launch new applications, and even if launched, these initiatives may incur losses for an extended period. • We may not obtain the expected benefits of the incubator financing structure and may incur additional costs.
Factors that affect the amount of advertising spending, such as economic downturns and unexpected events can make it difficult to predict our revenue and could otherwise adversely affect our business, results of operations, and financial condition.
Our revenue and results of operations are highly dependent on overall advertising demand in the markets in which we operate. Factors that affect the amount of advertising spending, such as economic downturns and unexpected events can make it difficult to predict our revenue and could otherwise adversely affect our business, results of operations, and financial condition.
GAAP), we are required to review our intangible assets, including goodwill, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.
Under accounting principles generally accepted in the United States (i.e., U.S. GAAP), we are required to review our intangible assets, including goodwill, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.
Stock prices of many digital native and technology companies have historically been highly volatile. The trading price of our securities is volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Fluctuations in the price of our securities could contribute to the loss of all or part of holders’ investments.
The trading price of our securities is volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Fluctuations in the price of our securities could contribute to the loss of all or part of holders’ investments.
There can be no assurance that our business will be more efficient or effective than prior to implementation of the plan. In addition, we cannot guarantee that this restructuring will achieve the desired and anticipated benefits within any expected timeframe.
The reduction in workforce was intended to streamline our news operations for HuffPost. There can be no assurance that our business will be more efficient or effective than prior to the implementation of these restructuring activities. In addition, we cannot guarantee that these restructuring activities will achieve the desired and anticipated benefits within any expected timeframe.
In addition, licensing the rights to exploit our intellectual property may make it difficult for us to sell that underlying property, if we want to do so, as a potential buyer may want the right to exploit it throughout the world, unencumbered by these rights. Our financial results have fluctuated in the past and will fluctuate in the future.
In addition, licensing the rights to exploit our intellectual property may make it difficult for us to sell that 24 Table of Contents underlying property, if we want to do so, as a potential buyer may want the right to exploit it throughout the world, unencumbered by these rights.
Any of these occurrences could seriously harm our business. 28 Table of Contents Some of our services contain open-source software, and we license some of our software through open-source projects, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative effect on our business.
Some of our services contain open-source software, and we license some of our software through open-source projects, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative effect on our business. We use open-source software in our products and services and will use open-source software in the future.
Risks Related to Financial and Accounting Matters We previously identified material weaknesses in our internal control over financial reporting that continue to exist. Failure to remediate the material weaknesses 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.
Failure to remediate the material weakness 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.
In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the price of our Class A common stock and public warrants could decline for reasons unrelated to our business, 37 Table of Contents financial performance, or growth.
In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the price of our Class A common stock and public warrants could decline for reasons unrelated to our business, financial performance, or growth. Stock prices of many digital native and technology companies have historically been highly volatile.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for more information.
Refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for more information.
The loss of key personnel, including key engineering, video, editorial, and sales personnel, could disrupt our operations and have an adverse effect on our business.
In addition, most of our content is custom-made for our business by our personnel. The loss of key personnel, including key engineering, video, editorial, and sales personnel, could disrupt our operations and have an adverse effect on our business.
Any provision of our second amended and restated certificate of incorporation or restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock. 39 Table of Contents Our common stock market price and trading volume could decline if securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business.
Any provision of our second amended and restated certificate of incorporation or restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.
Acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments could disrupt our business and harm our financial condition and operating results. In the past, we have made acquisitions and investments, such as our acquisition of HuffPost in February 2021 and of Complex Networks (including First We Feast) as part of the Business Combination.
In the past, we have made acquisitions and investments, such as our acquisition of HuffPost in February 2021 and of Complex Networks (including First We Feast) as part of the Business Combination.
Sales of a substantial number of such shares in the public markets may adversely affect the market price of our Class A common stock, the impact of which is increased as the value of our stock price increases.
Sales of a substantial number of such shares in the public markets may adversely affect the market price of our Class A common stock, the impact of which is increased as the value of our stock price increases. Our outstanding warrants are significantly out of the money, and it is likely they will expire worthless.
The price of our Class A common stock and public warrants is volatile. In addition, if we are unable to meet the expectations of investors or securities analysts, the market price of our Class A common stock and public warrants may decline.
In addition, if we are unable to meet the expectations of investors or securities analysts, the market price of our Class A common stock and public warrants may decline. Some companies that have experienced volatility in the trading price of their securities have been the subject of securities litigation.
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.
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. 21 Table of Contents A portion of our online traffic is generated from other third-party platforms and Internet search engines.
If this market develops more slowly or differently than we expect, our business, growth prospects, and financial condition could be adversely affected. • Adverse economic conditions in the U.S. and globally, including the potential onset of recession, could have a negative effect on our business, results of operations, financial condition, and liquidity. • The levels of our traffic to, and engagement with, our brands and content are critical to our success. • Changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue. • We may not have sufficient cash flow from our business to repay the Notes at maturity or repurchase them upon a fundamental change, or when otherwise put to us, which could have an adverse effect on our financial condition.
If this market develops more slowly or differently than we expect, our business, growth prospects, and financial condition could be adversely affected. • Adverse economic conditions in the U.S. and globally, including the potential onset of recession, could have a negative effect on our business, results of operations, financial condition, and liquidity. • The levels of our traffic to, and engagement with, our brands and content are critical to our success. • Changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue. • A portion of our online traffic is generated from other third-party platforms and Internet search engines.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+1 added−1 removed13 unchanged
Biggest changeFor additional information regarding any risks from cybersecurity threats, including as a result of any cybersecurity incidents that are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, refer to Part I, Item 1A, “Risk Factors,” within this Annual Report on Form 10-K.
Biggest changeFrom time to time, we experience cybersecurity events that require investigation. For additional information regarding any risks from cybersecurity threats, including as a result of any cybersecurity incidents that are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, refer to Part I, Item 1A.
We have accommodated a significant number of our employee population to work remotely. This accommodation to remote working has also increased our vulnerability to risks related to our computer, technology, and communications 47 Table of Contents hardware and software systems and has exacerbated certain related risks, including risks of phishing and other cybersecurity attacks.
This accommodation to remote working has also increased our vulnerability to risks related to our computer, technology, and communications 47 Table of Contents hardware and software systems and has exacerbated certain related risks, including risks of phishing and other cybersecurity attacks.
Removed
From time to time, we experience cybersecurity events that require investigation.
Added
“Risk Factors,” within this Annual Report on Form 10-K. We have accommodated a significant number of our employee population to work remotely.

Item 2. Properties

Properties — owned and leased real estate

2 edited+1 added−2 removed1 unchanged
Biggest changeRefer to Note 21 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for further details on these space sharing license agreements. We are evaluating our needs for office space due to our shift to a more flexible work model and may determine to sublease certain of our offices.
Biggest changeIn addition to our corporate headquarters, we also lease other facilities in New York, California, Canada, India, Japan, Mexico, and the U.K. We are evaluating our needs for office space due to our shift to a more flexible work model and may determine to sublease certain of our offices.
ITEM 2. PROPERTIES Our corporate headquarters is located in New York City, New York, where we occupy facilities totaling approximately 107,500 square feet under a lease that expires in 2025. We use these facilities for administration, finance, legal, human resources, IT, sales and marketing, engineering, technology, production, and development.
ITEM 2. PROPERTIES Our corporate headquarters is located in New York City, New York, where we occupy facilities totaling approximately 42,000 square feet under a lease that expires in 2031 (assumes the early termination option afforded under the new lease for our new corporate headquarters is exercised; otherwise, 2036).
Removed
In addition to our corporate headquarters, we also lease other facilities in New York, California, Canada, India, Japan, Mexico, and the U.K. In February 2024, we entered into a space sharing license agreement whereby we licensed approximately 11,500 square feet (not including shared spaces) to the purchaser of certain assets of Complex Networks in connection with the Complex Disposition.
Added
Refer to Note 13 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details. We use these facilities for administration, finance, legal, human resources, IT, sales and marketing, engineering, technology, production, and development.
Removed
Additionally, in December 2024, we entered into space sharing license agreements whereby we licensed a portion of our office space in New York City, New York and Los Angeles, California, with the purchaser of certain assets and liabilities of First We Feast in connection with the First We Feast Disposition.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−21 removed3 unchanged
Biggest changeFor information regarding other legal proceedings in which we are involved, refer to Note 15 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
Biggest changeAlthough the outcome of litigation and other legal matters is inherently subject to uncertainties, we feel comfortable with the adequacy of our insurance coverage. For information regarding other legal proceedings in which we are involved, refer to Note 14 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
Removed
Although the outcome of litigation and other legal matters is inherently subject to uncertainties, we feel comfortable with the adequacy of our insurance coverage. Video Privacy Protection Act On May 16, 2023, a lawsuit titled Hunthausen v.
Removed
BuzzFeed, Inc. was filed in the United States District Court for the Southern District of California, asserting class action claims for alleged violation of the Video Privacy Protection Act (“VPPA”) based on the claimed transmission of personally identifying information via the Meta pixel, Google Analytics, and the TikTok pixel, all of which are purportedly connected to posts on the BuzzFeed.com website.
Removed
The putative class plaintiff was seeking an injunction to stop further alleged wrongful conduct, to recover unspecified compensatory damages and an award of costs, and any further appropriate relief.
Removed
We settled these claims and the matter is now disposed. 48 Table of Contents On August 4, 2023, we received 8,927 individual demands for JAMS arbitration in California, all of which allege violations of the VPPA for the claimed transmission of personally identifying information via the Meta pixel, purportedly connected to posts on the BuzzFeed website.
Removed
Each claimant was seeking to recover damages in the amount of $2,500 (actual dollars) for each alleged violation of the VPPA. We settled these claims and the matter is now disposed.
Removed
On August 15, 2023, we received (1) 5,247 individual demands for JAMS arbitration in California, all of which allege violations of the VPPA for the claimed transmission of personally identifying information via the use of various pixels purportedly in connection with the HuffPost.com website; and (2) 12,176 individual demands for JAMS arbitration in California, all of which allege violations of the VPPA for the claimed transmission of personal identifying information via the use of various pixels purportedly in connection with the BuzzFeed.com website.
Removed
Each claimant was seeking to recover damages in the amount of $2,500 (actual dollars) for each alleged violation of the VPPA, as well as punitive damages, attorneys’ fees and costs, and equitable relief. We settled these claims and the matter is now disposed.
Removed
On October 31, 2023, we received 590 individual demands for JAMS arbitration in California, all of which allege violations of the VPPA for the claimed transmission of personally identifying information via the use of various pixels purportedly in connection with the BuzzFeed.com website.
Removed
Each claimant was seeking to recover damages in the amount of $2,500 (actual dollars) for each alleged violation of the VPPA. We settled these claims and the matter is now disposed.
Removed
Mass Arbitrations Two mass arbitrations (the “Arbitrations”) were initiated before the American Arbitration Association (the “AAA”) on March 15, 2022 against us and certain of our executive officers and directors (together, the “BuzzFeed Defendants”) and Continental Stock Transfer Corporation by 91 individuals previously employed by Legacy BuzzFeed (the “Claimants”).
Removed
The Claimants alleged that they were harmed when they were allegedly unable to convert their shares of Class B common stock to Class A common stock and sell those shares on December 6, 2021, the first day of trading following the Business Combination, and asserted claims for negligence, misrepresentation, breach of fiduciary duty, and violation of Section 11 of the Securities Act.
Removed
The Claimants sought to recover unspecified compensatory damages, an award of costs, and any further appropriate relief.
Removed
On April 21, 2022, the BuzzFeed Defendants filed a complaint in the Delaware Court of Chancery seeking to enjoin the Arbitrations on the grounds that, inter alia , the Claimants’ purported causes of action arise from their rights as our shareholders, are governed by our charter, including its forum selection provision, and are therefore not arbitrable (the “Delaware Action”).
Removed
The complaint sought declaratory and injunctive relief. A hearing on the merits of the Delaware Action was held on July 26, 2022. On October 28, 2022, the Court of Chancery granted the Company’s motion to permanently enjoin the Claimants’ arbitration claims.
Removed
On January 17, 2023, the Claimants filed amended statements of claim in the Arbitrations against BuzzFeed Media Enterprises, Inc., our wholly-owned subsidiary, and Continental Stock Transfer & Trust Corporation, the transfer agent for 890 and, later, our transfer agent.
Removed
The amended statements of claim likewise allege that the Claimants were harmed when they were allegedly unable to convert their shares of Class B common stock to Class A common stock and sell those shares on the first day of trading following the Business Combination.
Removed
The Claimants allege claims for breach of contract and the covenant of good faith and fair dealing, misrepresentation, and negligence, and seek to recover unspecified compensatory damages, an award of costs, and any further appropriate relief.
Removed
On March 29, 2023, BuzzFeed Media Enterprises, Inc., filed a complaint in the Delaware Court of Chancery seeking to enjoin the Arbitrations on the grounds that, inter alia , the Claimants’ purported causes of action arise from their rights as the Company’s shareholders, are governed by our charter, including its forum selection provision, and are therefore not arbitrable.
Removed
The complaint sought declaratory and injunctive relief. The parties cross-moved for summary judgment. On November 20, 2023, the Court of Chancery heard oral arguments on BuzzFeed Media Enterprises, Inc.’s motion for summary judgment and the Claimants’ cross-motion to dismiss the Company’s complaint.
Removed
On May 15, 2024, the Court of Chancery issued a decision denying BuzzFeed Media Enterprises, Inc.’s motion for summary judgment, and on September 3, 2024, the Court issued a final order dismissing the complaint. On September 9, 2024, BuzzFeed Media Enterprises, Inc. filed a notice of appeal of the Delaware Chancery Court’s May 15, 2024 decision.
Removed
An en banc hearing of the appeal by the Delaware Supreme Court has been scheduled for April 23, 2025. 49 Table of Contents On June 18, 2024, the AAA re-initiated the Arbitrations, which had been stayed pending the Delaware Court of Chancery’s decision. The AAA appointed a process arbitrator on August 23, 2024, and proceedings are ongoing.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+1 added−0 removed5 unchanged
Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers There were no issuer purchases of equity securities for the year ended December 31, 2024. Recent Sales of Unregistered Securities and Use of Proceeds from Registered Securities None.
Biggest changeThere were no other issuer purchases of equity securities during the year ended December 31, 2025. Recent Sales of Unregistered Securities and Use of Proceeds from Registered Securities None.
Securities Authorized for Issuance Under Equity Compensation Plans See Item 12 of Part III of this Annual Report on Form 10-K for information regarding securities authorized for issuance under equity compensation plans, which is incorporated by reference herein.
Securities Authorized for Issuance Under Equity Compensation Plans Refer to Item 12 of Part III of this Annual Report on Form 10-K for information regarding securities authorized for issuance under equity compensation plans, which is incorporated by reference herein.
As of March 12, 2025 , there were 224 holders of record of our Class A common stock, 21 holders of record of our Class B common stock, zero holders of record of our Class C common stock and 18 holders of record of our public warrants.
As of March 12, 2026 , there were 219 holders of record of our Class A common stock, 21 holders of record of our Class B common stock, zero holders of record of our Class C common stock, and 18 holders of record of our public warrants.
On March 12, 2025, the closing sale price of our Class A common stock was $1.97 per share and the closing sale price of our public warrants was $0.080 per warrant. Our Class B common stock and our Class C common stock is not listed or traded on any exchange.
On March 12, 2026, the closing sale price of our Class A common stock was $0.71 per share and the closing sale price of our public warrants was $0.018 per warrant. Our Class B common stock and our Class C common stock is not listed or traded on any exchange.
Added
Purchases of Equity Securities by the Issuer and Affiliated Purchasers In May 2025, we repurchased 1,826,845 shares of our Class A common stock from a then-existing shareholder in a privately negotiated transaction for an aggregate purchase price of approximately $3.3 million, or $1.824 per share.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

103 edited+54 added−54 removed63 unchanged
Biggest changeResults of Operations: The following tables set forth our consolidated statement of operations data for each of the periods presented (in thousands): For the Year Ended December 31, 2024 2023 2022 Revenue $ 189,887 $ 230,441 $ 325,777 Costs and Expenses Cost of revenue, excluding depreciation and amortization 105,065 129,782 184,537 Sales and marketing 19,729 35,942 44,073 General and administrative 58,627 78,026 111,437 Research and development 10,855 11,179 27,100 Depreciation and amortization 19,146 20,333 22,655 Impairment expense — — 50,546 Total costs and expenses 213,422 275,262 440,348 Loss from continuing operations (23,535) (44,821) (114,571) Other expense, net (1,605) (2,990) (3,076) Interest expense, net (6,782) (6,468) (6,420) Change in fair value of warrant liabilities (1,372) (11) 4,543 Change in fair value of derivative liability — 180 4,695 Loss from continuing operations before income taxes (33,294) (54,110) (114,829) Income tax provision 662 1,602 2,730 Net loss from continuing operations (33,956) (55,712) (117,559) Net income (loss) from discontinued operations, net of tax 24,028 (33,610) (83,767) Net loss (9,928) (89,322) (201,326) Less: net income attributable to the redeemable noncontrolling interest — — 164 Less: net income (loss) attributable to the noncontrolling interests 168 (743) (533) Net loss attributable to BuzzFeed, Inc. $ (10,096) $ (88,579) $ (200,957) 56 Table of Contents Costs and expenses include stock-based compensation expense as follows (in thousands): Year Ended December 31, 2024 2023 2022 Cost of revenue, excluding depreciation and amortization $ 1,298 $ 752 $ 2,954 Sales and marketing 492 781 2,511 General and administrative 3,297 3,911 9,251 Research and development 1 444 (162) 3,864 $ 5,531 $ 5,282 $ 18,580 _________________________________ (1) The negative stock-based compensation expense for the year ended December 31, 2023 for research and development was primarily due to forfeitures.
Biggest changeIncome tax provision: Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions. 54 Table of Contents Results of Operations: The following tables set forth our consolidated statements of operations data for each of the periods presented (in thousands): For the Year Ended December 31, 2025 2024 2023 Revenue $ 185,266 $ 189,887 $ 230,441 Costs and Expenses Cost of revenue, excluding depreciation and amortization 110,151 105,065 129,782 Sales and marketing 15,755 19,729 35,942 General and administrative 50,426 58,627 78,026 Research and development 10,793 10,855 11,179 Depreciation and amortization 15,828 19,146 20,333 Impairment expense 30,199 — — Total costs and expenses 233,152 213,422 275,262 Loss from continuing operations (47,886) (23,535) (44,821) Other expense, net (4,878) (1,605) (2,990) Interest expense, net (5,713) (6,782) (6,468) Change in fair value of warrant liabilities 1,529 (1,372) (11) Change in fair value of derivative liability — — 180 Loss from continuing operations before income taxes (56,948) (33,294) (54,110) Income tax provision 386 662 1,602 Net loss from continuing operations (57,334) (33,956) (55,712) Net income (loss) from discontinued operations, net of tax — 24,028 (33,610) Net loss (57,334) (9,928) (89,322) Less: net income (loss) attributable to the noncontrolling interests 390 168 (743) Net loss attributable to BuzzFeed, Inc. $ (57,724) $ (10,096) $ (88,579) Costs and expenses include stock-based compensation expense as follows (in thousands): Year Ended December 31, 2025 2024 2023 Cost of revenue, excluding depreciation and amortization $ 1,332 $ 1,298 $ 752 Sales and marketing 631 492 781 General and administrative 3,277 3,297 3,911 Research and development 1 580 444 (162) $ 5,820 $ 5,531 $ 5,282 _________________________________ (1) The negative stock-based compensation expense for the year ended December 31, 2023 for research and development was primarily due to forfeitures. 55 Table of Contents The following table sets forth our consolidated statement of operations data for each of the periods presented as a percentage of revenue (1) : Year Ended December 31, 2025 2024 2023 Revenue 100 % 100 % 100 % Costs and Expenses Cost of revenue, excluding depreciation and amortization 59 % 55 % 56 % Sales and marketing 9 % 10 % 16 % General and administrative 27 % 31 % 34 % Research and development 6 % 6 % 5 % Depreciation and amortization 9 % 10 % 9 % Impairment expense 16 % — % — % Total costs and expenses 126 % 112 % 120 % Loss from continuing operations (26) % (12) % (20) % Other expense, net (3) % (1) % (1) % Interest expense, net (3) % (4) % (3) % Change in fair value of warrant liabilities 1 % (1) % — % Change in fair value of derivative liability — % — % — % Loss from continuing operations before income taxes (31) % (18) % (24) % Income tax provision — % — % 1 % Net loss from continuing operations (31) % (18) % (25) % Net income (loss) from discontinued operations, net of tax — % 13 % (15) % Net loss (31) % (5) % (40) % Less: net income (loss) attributable to the noncontrolling interests — % — % — % Net loss attributable to BuzzFeed, Inc.
Financing Activities For the year ended December 31, 2024, cash used by financing activities was $154.6 million, which principally consisted of aggregate repurchases of the Notes totaling $120.0 million, a $33.8 million repayment on the Revolving Credit Facility, a $0.9 million payment of consent solicitation fees for the Notes, a $0.5 million early termination fee associated with the termination of the revolving credit facility, and a $0.4 million payment for withholding taxes on the vesting of certain RSUs.
For the year ended December 31, 2024, cash used by financing activities was $154.6 million, which principally consisted of aggregate repurchases of the Notes totaling $120.0 million, a $33.8 million repayment on the revolving credit facility, a $0.9 million payment of consent solicitation fees for the Notes, a $0.5 million early termination fee associated with the termination of the revolving credit facility, and a $0.4 million payment for withholding taxes on the vesting of certain RSUs.
Investing Activities For the year ended December 31, 2024, cash used in investing activities from continuing operations was $12.4 million, which principally consisted of $12.1 million of capital expenditures on internal-use software and $0.7 million of other capital expenditures, partially offset by $0.4 million in proceeds from the sale of an asset.
For the year ended December 31, 2024, cash used in investing activities from continuing operations was $12.4 million, which principally consisted of $12.1 million of capital expenditures on internal-use software and $0.7 million of other capital expenditures, partially offset by a $0.4 million in proceeds from the sale of an asset.
The revenue is recognized when a successful sale is made and the commission is earned. Income Taxes We are subject to income taxes in the U.S. and multiple foreign jurisdictions. Significant judgment is required in determining our provision (benefit) and evaluating our income tax positions.
The revenue is recognized when a successful sale is made and the commission is earned. Income Taxes We are subject to income taxes in the U.S. and multiple foreign jurisdictions. Significant judgment is required in determining our provision and evaluating our income tax positions.
Refer to Note 21 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details. The Business Combination On December 3, 2021, we consummated a business combination (the “Business Combination”) with 890 5th Avenue Partners, Inc. (“890”), certain wholly-owned subsidiaries of 890, and BuzzFeed, Inc., a Delaware corporation (“Legacy BuzzFeed”).
Refer to Note 18 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details. The Business Combination On December 3, 2021, we consummated a business combination (the “Business Combination”) with 890 5th Avenue Partners, Inc. (“890”), certain wholly-owned subsidiaries of 890, and BuzzFeed, Inc., a Delaware corporation (“Legacy BuzzFeed”).
A discounted cash flow analysis requires us to make various judgmental assumptions, including assumptions about the timing and amount of future cash flows, growth rates and discount rates. For the 2024 annual impairment test, we performed a qualitative assessment as of October 1, 2024, and concluded the fair value of our single reporting unit was greater than its carrying value.
A discounted cash flow analysis requires us to make various judgmental assumptions, including assumptions about the timing and amount of future cash flows, growth rates, and discount rates. For the 2025 annual impairment test, we performed a qualitative assessment as of October 1, 2025, and concluded the fair value of our single reporting unit was greater than its carrying value.
Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. Company Overview BuzzFeed is a premier digital media company. Across entertainment, news, food, pop culture, and commerce, our brands drive conversation and inspire what audiences watch, read, and buy now — and into the future.
Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. Company Overview BuzzFeed is a premier digital media company. Across pop culture, entertainment, shopping, food, and news, our brands drive conversation and inspire what audiences watch, read, and buy now — and into the future.
These macroeconomic factors have adversely impacted our advertising and content revenue in 2023 and 2024, and we expect these factors will continue to adversely affect our revenue in 2025.
These macroeconomic factors have adversely impacted our advertising and content revenue in 2023, 2024, and 2025, and we expect these factors will continue to adversely affect our revenue in 2026.
For the year ended December 31, 2023, cash used in investing activities was $14.7 million, which principally consisted of $13.9 million of capital expenditures on internal-use software and $1.0 million of other capital expenditures, partially offset by a $0.2 million in proceeds from the sale of an asset.
For the year ended December 31, 2023, cash used in investing activities was $14.7 million, which consisted of $13.9 million of capital expenditures on internal-use software and $1.0 million of other capital expenditures, partially offset by $0.2 million in proceeds from the sale of an asset.
The amount of these severance and related charges are not included within the restructuring charges noted above. We treated the reimbursement as an expense reimbursement. In April 2023, we announced plans to reduce expenses by implementing an approximately 15% reduction in our then-current workforce.
The amount of these severance and related charges are not included within the restructuring charges noted above. We treated the reimbursement as an expense reimbursement. In April 2023, we implemented plans to reduce expenses by implementing an approximately 15% reduction in our then-current workforce.
Standby Letter of Credit During the second quarter of 2024, we entered into an agreement with a financial institution for standby letters of credit in the amount of $15.5 million, which were issued during the second quarter of 2024 in favor of certain of our landlords and remain outstanding as of December 31, 2024.
Standby Letters of Credit During the second quarter of 2024, we entered into an agreement with a financial institution for standby letters of credit in the amount of $15.5 million, which were issued during the second quarter of 2024 in favor of certain of our landlords and remain outstanding as of December 31, 2025.
Refer to Notes 8, 14, and 15 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding our contractual obligations. Critical Accounting Policies and Estimates We prepare our consolidated financial statements and related notes in accordance with GAAP.
Refer to Notes 8, 13, and 14 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding our contractual obligations. Critical Accounting Policies and Estimates We prepare our consolidated financial statements and related notes in accordance with GAAP.
In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, expenses, and related disclosure. We evaluate our estimates, and assumptions on an ongoing basis. Our estimates are based on historical experience and other assumptions that we believe are reasonable under the circumstances.
In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and other assumptions that we believe are reasonable under the circumstances.
As of December 31, 2024, the Company continued to maintain a valuation allowance against its U.S. and certain foreign deferred tax assets as the Company could not conclude that such assets will be realized on a more-likely-than-not basis.
As of December 31, 2025, the Company continued to maintain a valuation allowance against its U.S. and certain foreign deferred tax assets as the Company could not conclude that such assets will be realized on a more-likely-than-not basis.
Additionally, studio revenue generally includes revenue from feature films, 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. • Commerce and other: Includes affiliate marketplace revenue and licensing of intellectual property.
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. • Commerce and other: Includes affiliate marketplace revenue and licensing of intellectual property.
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 content revenue and influence our business planning decisions.
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.
This does not mean an included advertiser spent $250,000 (actual dollars) in any given quarter. 54 Table of Contents Components of Results of Operations Revenue: The majority of our revenue is generated through the following types of arrangements: • Advertising: Consists of display, programmatic, and video advertising on our owned and operated sites and applications and social media platforms.
This does not mean an included advertiser spent $250,000 (actual dollars) in any given quarter. Components of Results of Operations Revenue: The majority of our revenue is generated through the following types of arrangements: • Advertising: Consists of display, programmatic, and video advertising on our owned and operated sites and applications and social media platforms.
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 in optimizing 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.
However, we can provide no assurance that we will generate sufficient cash inflows from operations, that we will be successful in obtaining such new financing, or that we 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.
We test goodwill for impairment annually as of October 1, or more frequently if an event occurs or if circumstances change that would more likely than not reduce the fair value of our reporting unit below its carrying value. We have determined we have one reporting unit for the purposes of allocating and testing goodwill.
We test goodwill for impairment annually as of October 1, or more frequently if an event occurs or if circumstances change 67 Table of Contents that would more likely than not reduce the fair value of our reporting unit below its carrying value. We have determined we have one reporting unit for the purposes of allocating and testing goodwill.
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, and other miscellaneous income and expenses.
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.
“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, 2024, 2023, and 2022.
“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, and 2023.
For the year ended December 31, 2024, net cash provided by investing activities from discontinued operations was $191.1 million, which represents the sales of Complex Networks and First We Feast (i.e., the Complex Disposition and First We Feast Disposition, respectively), and are non-recurring in nature.
For the year ended December 65 Table of Contents 31, 2024, cash provided by investing activities from discontinued operations was $191.1 million, which represents the sales of Complex Networks and First We Feast (i.e., the Complex Disposition and First We Feast Disposition, respectively), and are non-recurring in nature.
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, public company readiness costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.
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, amortization of capitalized interest for content, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.
In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act.
In addition, we rely on the other exemptions and reduced reporting requirements provided by the JOBS Act.
The Company’s effective tax rate of (3.0)% differs from the statutory rate of 21% primarily related to a valuation allowance against net deferred tax assets that were not realizable on a more-likely-than-not basis and an income tax provision for foreign taxes.
The Company’s effective tax rate of (0.7)% differs from the statutory rate of 21% 59 Table of Contents primarily related to a valuation allowance against net deferred tax assets that were not realizable on a more-likely-than-not basis and an income tax provision for foreign taxes.
In connection with the closing of the Business Combination, we issued, and those investors purchased, the Notes, which are governed by an indenture, dated December 3, 2021, which was amended on each of July 10, 2023, February 28, 2024, October 28, 2024, and December 10, 2024.
In connection with the closing of the Business Combination, we issued, and those investors purchased, the Notes, which were governed by an indenture, dated December 3, 2021, which was amended on each of July 10, 2023, February 28, 2024, October 28, 2024, and December 10, 2024 (i.e., the “Indenture”).
Cash flows (used in) provided by operating, investing and financing activities from continuing operations were as follows for the periods presented: Year Ended December 31, (In thousands) 2024 2023 2022 Cash (used in) provided by operating activities from continuing operations (5,686) (692) 6,982 Cash used in investing activities from continuing operations (12,419) (14,723) (17,285) Cash (used in) provided by financing activities (154,600) 812 3,176 At-The-Market-Offering On March 21, 2023, we filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) under which we may, from time to time, sell securities in one or more offerings having an aggregate offering price of up to $150.0 million.
Cash flows (used in) provided by operating, investing and financing activities from continuing operations were as follows for the periods presented: Year Ended December 31, (In thousands) 2025 2024 2023 Cash used in operating activities from continuing operations $ (18,748) $ (5,686) $ (692) Cash used in investing activities from continuing operations (14,060) (12,419) (14,723) Cash provided by (used in) financing activities 21,590 (154,600) 812 At-The-Market-Offering On March 21, 2023, we filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) under which we may, from time to time, sell securities in one or more offerings having an aggregate offering price of up to $150.0 million.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are 67 Table of Contents expected to be reversed.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be reversed.
In 2024, our audiences consumed more than 297 million hours of content, and drove over $500 million in attributable transactions for our commerce partners. Our strength has always been to adapt our business model to the evolution of the digital landscape.
In 2025, our audiences consumed more than 276 million hours of content, and drove over $450 million in attributable transactions for our commerce partners. Our strength has always been to adapt our business model to the evolution of the digital landscape.
Refer to Notes 8 and 22 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
Refer to Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
The decreases were partially offset by a $17.8 million increase in the change in accrued compensation, a $17.1 million improvement in net loss, adjusted for non-cash items, a $15.9 million increase in the change in accrued expenses, other current liabilities, and other liabilities, a $5.9 million increase in the change in deferred revenue, a $1.5 million increase in the change in prepaid expenses and other current assets and prepaid expenses and other assets, and a $1.2 million increase in the lease liabilities.
These were partially offset by a $17.8 million increase in the change in accrued compensation, a $17.1 million improvement in net loss, adjusted for non-cash items, a $15.9 million increase in accrued expenses, other current liabilities, and other liabilities, a $5.9 million increase in the change in deferred revenue, a $1.7 million increase in the change in film costs, and a $1.2 million increase in lease liabilities.
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 10 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details) or issuances of other 63 Table of Contents securities exercisable for or exchangeable or convertible into shares of our Class A common stock.
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 9 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details).
Income tax provision: Year Ended December 31, 2023 to 2024 % Change (In thousands) 2024 2023 Income tax provision $ 662 $ 1,602 (59) % As a percentage of revenue — % 1 % For the year ended December 31, 2024, the Company recorded an income tax expense of $0.7 million related to federal, state, and foreign taxes.
Income tax provision: Year Ended December 31, 2024 to 2025 % Change (In thousands) 2025 2024 Income tax provision $ 386 $ 662 (42) % As a percentage of revenue — % — % For the year ended December 31, 2025, the Company recorded an income tax expense of $0.4 million related to federal, state, and foreign taxes.
Depreciation and amortization: Represents depreciation of property and equipment and amortization of intangible assets and capitalized software costs. Impairment expense: Represents impairment charges on goodwill and certain long-lived assets. Refer to Note 20 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
Depreciation and amortization: Represents depreciation of property and equipment and amortization of intangible assets and capitalized software costs. Impairment expense: Represents a non-cash goodwill impairment charge. Refer to Note 7 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
Research and development: Year Ended December 31, 2023 to 2024 % Change (In thousands) 2024 2023 Research and development $ 10,855 $ 11,179 (3) % As a percentage of revenue 6 % 5 % Research and development expenses decreased by $0.3 million, or 3%, for the year ended December 31, 2024.
Research and development: Year Ended December 31, 2024 to 2025 % Change (In thousands) 2025 2024 Research and development $ 10,793 $ 10,855 (1) % As a percentage of revenue 6 % 6 % Research and development expenses decreased by $0.1 million, or 1%, for the year ended December 31, 2025.
For the year ended December 31, 2023, the Company recorded an income tax expense of $1.6 million related to federal, state, and foreign taxes.
For the year ended December 31, 2024, the Company recorded an income tax expense of $0.7 million related to federal, state, and foreign taxes.
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.
Our cash and cash equivalents consist of demand deposits with financial institutions and investments in money market funds. 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.
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 1A “Risk Factors” included elsewhere within this Annual Report on Form 10-K for additional details.
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 1A.
The following table sets forth certain operating metrics for our branded content revenue for the three months ended December 31, 2024 and 2023 (on a trailing 12-month basis): December 31, 2024 2023 Net branded content advertiser revenue retention (1) 41 % 50 % Branded content advertisers (2) >20 >40 Net average branded content advertiser revenue (3) $ 0.7 $ 0.7 _________________________________ (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.
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. 52 Table of Contents The following table sets forth certain operating metrics for our branded content revenue for the three months ended December 31, 2025 and 2024 (on a trailing 12-month basis): December 31, 2025 2024 Net branded content advertiser revenue retention (1) 48 % 41 % Branded content advertisers (2) >20 >20 Net average branded content advertiser revenue (3) $ 0.6 $ 0.7 _________________________________ (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.
(4) Reflects costs related to litigation that are outside the ordinary course of our business. We believe it is useful to exclude such charges because we do not consider such amounts to be part of the ongoing operations of our business and because of the singular nature of the claims underlying the matter.
We believe it is useful to exclude such charges because we do not consider such amounts to be part of the ongoing operations of our business and because of the singular nature of the claims underlying the matter.
For the year ended December 31, 2023, cash provided by financing activities was $0.8 million, which principally consisted of $2.1 million in borrowings from the Revolving Credit Facility and $0.9 million of net proceeds from the sale of common stock pursuant to our at-the-market offering after deducting commissions and fees, partially offset by the repayment of $1.8 million on the Revolving Credit Facility and a $0.5 million payment for withholding taxes on the vesting of certain RSUs For the year ended December 31, 2022, cash provided by financing activities was $3.2 million, which principally consisted of $5.0 million in borrowings from the Revolving Credit Facility, partially offset by the payment of $1.7 million for withholding taxes on the vesting of certain RSUs. 66 Table of Contents Contractual Obligations Our principal commitments consist of obligations for repayment of borrowings under the Notes, and obligations for office space under non-cancelable operating leases with various expiration dates through 2029.
For the year ended December 31, 2023, cash provided by financing activities was $0.8 million, which principally consisted of $2.1 million in borrowings from the revolving credit facility and $0.9 million of net proceeds from the sale of common stock pursuant to our at-the-market offering after deducting commissions and fees, partially offset by the repayment of $1.8 million on the revolving credit facility and a $0.5 million payment for withholding taxes on the vesting of certain RSUs Contractual Obligations Our principal commitments consist of obligations for repayment of borrowings under the Term Loan and film financing arrangements, along with obligations for office space under non-cancelable operating leases with various expiration dates through 2031 (assumes the early termination option afforded under the new lease for our new corporate headquarters is exercised; otherwise, 2036).
In some cases, we are unable to determine the transaction price paid by the end customer. In these cases, we recognize as revenue the net amount remitted to us by the intermediary. We generate revenue from creating content, including promotional content, customer advertising, feature films, and content licensing.
In these cases, we recognize as revenue the net amount remitted to us by the intermediary. We generate revenue from creating content, including promotional content, customer advertising, feature films, micro-dramas, and content licensing.
Affiliate marketplace revenue is recognized when a successful sale is made and the commission is earned. Cost of revenue, excluding depreciation and amortization: Consists primarily of compensation-related expenses and costs incurred for the creation of editorial, promotional, and news content across all platforms, as well as amounts due to third-party websites and platforms to fulfill customers’ advertising campaigns.
Cost of revenue, excluding depreciation and amortization: Consists primarily of compensation-related expenses and costs incurred for the creation of editorial, promotional, and news content across all platforms, as well as amounts due to 53 Table of Contents third-party websites and platforms to fulfill customers’ advertising campaigns.
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.
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.
For the year ended December 31, 2022, cash used in investing activities was $17.3 million, which consisted of $12.4 million of capital expenditures on internal-use software and $5.4 million of other capital expenditures, partially offset by $0.5 million in proceeds from the sale of an asset .
Investing Activities For the year ended December 31, 2025, cash used in investing activities from continuing operations was $14.1 million, which principally consisted of $12.4 million of capital expenditures on internal-use software and $2.0 million of other capital expenditures, partially offset by $0.5 million in proceeds from the sale of certain assets.
Sales and marketing: Year Ended December 31, 2023 to 2024 % Change (In thousands) 2024 2023 Sales and marketing $ 19,729 $ 35,942 (45) % As a percentage of revenue 10 % 16 % Sales and marketing expenses decreased by $16.2 million, or 45%, for the year ended December 31, 2024, driven by an $11.5 million decrease in compensation and related expenses reflecting our previous cost savings actions, a $1.1 million decrease in research and marketing expenses, and a $1.0 million decrease in consulting expenses.
Sales and marketing: Year Ended December 31, 2024 to 2025 % Change (In thousands) 2025 2024 Sales and marketing $ 15,755 $ 19,729 (20) % As a percentage of revenue 9 % 10 % Sales and marketing expenses decreased by $4.0 million, or 20%, for the year ended December 31, 2025, driven by an $2.8 million decrease in compensation and related expenses reflecting our previous cost savings actions and a $1.1 million decrease in restructuring expenses.
We can provide no assurance 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-offering), 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 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 offering) or implement incremental cost savings.
For the years ended December 31, 2024 and 2023, direct sold content revenue was $28.2 million and $53.9 million, respectively, and studio revenue was $5.7 million and $12.9 million, respectively.
For the years ended December 31, 2025 and 2024, studio revenue was $16.1 million and $5.7 million, respectively, and direct sold content revenue was $21.0 million and $28.2 million, respectively.
For the year ended December 31, 2023, net cash provided by operating activities from continuing operations was $0.7 million compared to net cash provided by operating activities from continuing operations of $7.0 million for the year ended December 31, 2022.
For the year ended December 31, 2024, cash used in operating activities from continuing operations was $5.7 million compared to $0.7 million for the year ended December 31, 2023.
Executive Overview The following table sets forth our operational highlights for the periods presented (in thousands): For the Year Ended December 31, 2024 2023 2022 GAAP Total revenue $ 189,887 $ 230,441 $ 325,777 Loss from continuing operations (23,535) (44,821) (114,571) Net loss from continuing operations (33,956) (55,712) (117,559) Non-GAAP Adjusted EBITDA (1) $ 5,451 $ (11,645) $ (4,017) Non-Financial Time Spent (2) 297,903 306,261 314,556 _____________________________ (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.
“Risk Factors,” included elsewhere within this Annual Report on Form 10-K for additional details. 51 Table of Contents Executive Overview The following table sets forth our operational highlights for the periods presented (in thousands): For the Year Ended December 31, 2025 2024 2023 GAAP Total revenue $ 185,266 $ 189,887 $ 230,441 Loss from continuing operations (47,886) (23,535) (44,821) Net loss from continuing operations (57,334) (33,956) (55,712) Non-GAAP Adjusted EBITDA (1) $ 8,797 $ 5,451 $ (11,645) Non-Financial Time Spent (2) 276,498 297,903 306,261 _____________________________ (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.
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.
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 a non-cash goodwill impairment expense recorded during the year ended December 31, 2025.
With respect to the decline in studio revenue, $4.1 million was due to a decline in revenue from feature films due to the timing of revenue recognition with respect to delivery and release of feature films. The remaining $3.1 million decline was due to a decline in revenue associated with other non-recurring studio projects.
The increase in studio revenue was predominantly due to an increase in revenue from feature films due to the timing of revenue recognition with respect to delivery and release of feature films and an increase in revenue from micro-dramas, partially offset by a decline in revenue associated with other non-recurring studio projects.
Advertising revenue is recognized in the period that the related views, impressions, or actions by users on advertisements are delivered. We derive a portion of our revenue from sales of advertising programmatically through third-party platforms and intermediaries. Given the involvement of multiple parties in these transactions, significant judgment is required in identifying our customer and determining the transaction price.
We derive a portion of our revenue from sales of advertising programmatically through third-party platforms and intermediaries. Given the involvement of multiple parties in these transactions, significant judgment is required in identifying our customer and determining the transaction price. In some cases, we are unable to determine the transaction price paid by the end customer.
Our data-driven approach to content creation and our cross-platform distribution network have enabled us to monetize our content by delivering a comprehensive suite of digital advertising products and services and introducing new, complementary revenue streams.
Our data-driven approach to content creation and our cross-platform distribution network have enabled us to monetize our content by delivering a comprehensive suite of digital advertising products and services and introducing new, complementary revenue streams. We disposed of Complex Networks, excluding the First We Feast brand, on February 21, 2024 (i.e., the “Complex Disposition”).
Recently Adopted and Issued Accounting Pronouncements Refer to Note 2 of our consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
Refer to Note 7 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
Refer to Note 20 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details. 62 Table of Contents (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.
(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.
Interest expense, net: Year Ended December 31, 2023 to 2024 % Change (In thousands) 2024 2023 Interest expense, net $ (6,782) $ (6,468) 5 % As a percentage of revenue (4) % (3) % Interest expense, net increased by $0.3 million, or 5%, for the year ended December 31, 2024.
Interest expense, net: Year Ended December 31, 2024 to 2025 % Change (In thousands) 2025 2024 Interest expense, net $ (5,713) $ (6,782) (16) % As a percentage of revenue (3) % (4) % Interest expense, net decreased by $1.1 million, or 16%, for the year ended December 31, 2025 driven by less cumulative debt outstanding in 2025 relative to the year-ago period.
We expect content revenue to continue to decline in the short-term, as we focus on programmatic advertising and affiliate revenue products.
We expect direct sold content revenue to continue to decline in the short-term, as we focus on programmatic advertising and affiliate revenue 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.
We expect interest expense, net to decrease in 2025 due to significantly less debt outstanding in 2025 relative to 2024. 60 Table of Contents Change in fair value of warrant liabilities: Year Ended December 31, 2023 to 2024 % Change (In thousands) 2024 2023 Change in fair value of warrant liabilities $ (1,372) $ (11) NM As a percentage of revenue (1) % — % We recorded a loss related to the change in fair value of warrant liabilities of $1.4 million for the year ended December 31, 2024, compared to a loss of $nil for the year ended December 31, 2023.
Change in fair value of warrant liabilities: Year Ended December 31, 2024 to 2025 % Change (In thousands) 2025 2024 Change in fair value of warrant liabilities $ 1,529 $ (1,372) NM As a percentage of revenue 1 % (1) % We recorded a gain 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.
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 53 Table of Contents by other companies.
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, 2025 decreased by 7%, consistent with broader industry trends, amongst our competitive set, according to Comscore.
Effective January 1, 2023, we introduced new metrics with respect to our branded content revenue, which represents the majority of our reported 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.
Content Performance Metrics We use certain metrics to assess the operational and financial performance of our business. Effective January 1, 2023, we introduced 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).
For a discussion of our consolidated results of operations for the year ended December 31, 2023, including a year-to-year comparison between 2023 and 2022 , refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023. 57 Table of Contents Comparison of results for the years ended December 31, 2024 and 2023: Revenue Total revenue as follows (in thousands): Year Ended December 31, 2023 to 2024 % Change (In thousands) 2024 2023 Advertising $ 94,362 $ 113,642 (17) % Content 33,875 66,748 (49) % Commerce and other 61,650 50,051 23 % Total revenue $ 189,887 $ 230,441 (18) % Advertising revenue decreased by $19.3 million, or 17%, for the year ended December 31, 2024, driven by a $19.2 million decline in direct sold advertising products.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024. 56 Table of Contents Comparison of results for the years ended December 31, 2025 and 2024: Revenue Total revenue as follows (in thousands): Year Ended December 31, 2024 to 2025 % Change (In thousands) 2025 2024 Advertising $ 91,685 $ 94,362 (3) % Content 37,045 33,875 9 % Commerce and other 56,536 61,650 (8) % Total revenue $ 185,266 $ 189,887 (2) % Advertising revenue decreased by $2.7 million, or 3%, for the year ended December 31, 2025, driven by a $7.5 million decline in direct sold advertising products, partially offset by a $4.8 million increase in programmatic advertising revenue.
Content revenue decreased by $32.9 million, or 49%, for the year ended December 31, 2024, driven by a $25.7 million decline in direct sold content revenue and a $7.2 million decline in studio revenue.
Content revenue increased by $3.2 million, or 9%, for the year ended December 31, 2025, driven by a $10.4 million increase in studio revenue, partially offset by a $7.2 million decline in direct sold content revenue.
As of December 31, 2024, we had sold, in the aggregate, 1,149,013 shares of our Class A common stock, at an average price of $2.46 per share, for aggregate net proceeds of 65 Table of Contents $2.8 million after deducting commissions and offering expenses. We used the aggregate net proceeds for general corporate purposes.
In July 2024, we increased the size of the offering available under the At-The-Market-Offering agreement to $150.0 million. As of December 31, 2025, we had sold, in the aggregate, 1,153,345 shares of our Class A common stock, at an average price of $2.52 per share, for aggregate net proceeds of $2.8 million after deducting commissions and offering expenses.
Revenue Recognition We recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
Revenue Recognition We recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. 66 Table of Contents We generate advertising revenue from managing a customer’s Internet advertising campaigns to target markets both via our proprietary sites and premium publishers.
Reconciliation from Net loss from continuing operations to Adjusted EBITDA The following table reconciles consolidated net loss from continuing operations to Adjusted EBITDA for the periods presented: Year Ended December 31, (In thousands) 2024 2023 2022 Net loss income from continuing operations $ (33,956) $ (55,712) $ (117,559) Income tax provision 662 1,602 2,730 Interest expense, net 6,782 6,468 6,420 Other expense, net 1,605 2,990 3,076 Depreciation and amortization 19,146 20,333 22,655 Stock-based compensation 5,531 5,282 18,580 Change in fair value of warrant liabilities 1,372 11 (4,543) Change in fair value of derivative liability — (180) (4,695) Restructuring 1 3,179 6,761 10,199 Impairment expense 2 — — 50,546 Transaction-related costs 3 680 800 5,132 Litigation costs 4 450 — 1,920 Public company readiness costs 5 — — 1,522 Adjusted EBITDA $ 5,451 $ (11,645) $ (4,017) _____________________________ (1) Refer to elsewhere above in Item 2.
Adjusted EBITDA should not be considered a substitute for net loss from continuing operations, net loss, or net loss attributable to BuzzFeed, Inc. that we have reported in accordance with GAAP. 60 Table of Contents Reconciliation from Net loss from continuing operations to Adjusted EBITDA The following table reconciles consolidated net loss from continuing operations to Adjusted EBITDA for the periods presented: Year Ended December 31, (In thousands) 2025 2024 2023 Net loss income from continuing operations $ (57,334) $ (33,956) $ (55,712) Income tax provision 386 662 1,602 Interest expense, net 5,713 6,782 6,468 Other expense, net 4,878 1,605 2,990 Depreciation and amortization 15,828 19,146 20,333 Stock-based compensation 5,820 5,531 5,282 Change in fair value of warrant liabilities (1,529) 1,372 11 Change in fair value of derivative liability — — (180) Restructuring 1 3,492 3,179 6,761 Impairment expense 2 30,199 — — Transaction-related costs 3 1,089 680 800 Litigation costs 4 — 450 — Amortization of capitalized interest for content 5 255 — — Adjusted EBITDA $ 8,797 $ 5,451 $ (11,645) _____________________________ (1) Refer to elsewhere above in Item 2.
Change in fair value of warrant liabilities: Reflects the changes in warrant liabilities which is primarily based on the market price of our public warrants listed on The Nasdaq Capital Market under the symbol “BZFDW.” Refer to Note 4 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details. 55 Table of Contents Change in fair value of derivative liability: In December 2021, we issued a $150.0 million aggregate principal amount of the Notes that contain redemption features which we determined were embedded derivatives to be recognized as liabilities and measured at fair value.
Change in fair value of warrant liabilities: Reflects the changes in warrant liabilities which is primarily based on the market price of our public warrants listed on The Nasdaq Capital Market under the symbol “BZFDW.” Refer to Note 4 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
Cost of revenue, excluding depreciation and amortization: Year Ended December 31, 2023 to 2024 % Change (In thousands) 2024 2023 Cost of revenue, excluding depreciation and amortization $ 105,065 $ 129,782 (19) % As a percentage of revenue 55 % 56 % Cost of revenue decreased by $24.7 million, or 19%, for the year ended December 31, 2024, driven by a $10.3 million decrease in compensation expense reflecting our previous cost savings actions, a $7.3 million decrease in variable costs of 58 Table of Contents revenue primarily driven by the decline in revenue year-over-year and changes in the revenue mix, a $3.2 million decrease in consulting expenses, and a $3.1 million decrease in restructuring expenses.
Cost of revenue, excluding depreciation and amortization: Year Ended December 31, 2024 to 2025 % Change (In thousands) 2025 2024 Cost of revenue, excluding depreciation and amortization $ 110,151 $ 105,065 5 % As a percentage of revenue 59 % 55 % Cost of revenue, excluding depreciation and amortization, increased by $5.1 million, or 5%, for the year ended December 31, 2025, driven by a $10.3 million increase in variable cost of revenue reflecting changes in the product mix (primarily from lower-margin studio revenue, particularly feature films) and a $1.7 million increase in restructuring 57 Table of Contents expenses, partially offset by a $6.5 million decrease in compensation expense reflecting our previous cost savings actions and a $0.7 million decrease in content and software expenses.
Depreciation and amortization: Year Ended December 31, 2023 to 2024 % Change (In thousands) 2024 2023 Depreciation and amortization $ 19,146 $ 20,333 (6) % As a percentage of revenue 10 % 9 % 59 Table of Contents Depreciation and amortization decreased by $1.2 million, or 6%, for the year ended December 31, 2024, primarily due to HuffPost’s acquired technology being fully depreciated during the first quarter of 2024.
Depreciation and amortization: Year Ended December 31, 2024 to 2025 % Change (In thousands) 2025 2024 Depreciation and amortization $ 15,828 $ 19,146 (17) % As a percentage of revenue 9 % 10 % 58 Table of Contents Depreciation and amortization decreased by $3.3 million, or 17%, for the year ended December 31, 2025, primarily due to a decrease in the depreciation of certain leasehold improvements, which were fully depreciated during the current year.
The Notes are convertible into shares of our Class A common stock at a conversion price of approximately $50.00 and bear interest at a rate of 8.50% per annum, payable semi-annually. The Notes mature on December 3, 2026.
The Notes were convertible into shares of our Class A common stock at a conversion price of approximately $50.00 and bore interest at a rate of 8.5% per annum, payable semi-annually. We repurchased approximately $120.0 million of the Notes in 2024, and the remaining $30.0 million of the Notes were repurchased in 2025.
Refer to Note 22 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details. On February 21, 2024, we announced plans to reduce expenses by implementing an approximately 16% reduction in our then-current workforce (after the Complex Disposition).
Refer to Note 8 consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details. 50 Table of Contents Restructuring In August 2025, we implemented plans to reduce our then-current workforce by approximately 6%.
In doing so, 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.
In February 2024, we implemented plans to reduce expenses by implementing an approximately 16% reduction in our then-current workforce (after the Complex Disposition). In doing so, 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.
Other expense, net: Year Ended December 31, 2023 to 2024 % Change (In thousands) 2024 2023 Other expense, net $ (1,605) $ (2,990) (46) % As a percentage of revenue (1) % (1) % Other expense, net decreased by $1.4 million, or 46%, for the year ended December 31, 2024, driven by the comparison against a $3.5 million loss on investment recorded during the year ended December 31, 2023 (with no comparable loss in the current-year period), a $1.8 million increase in other income principally reflecting transition services’ income from the purchaser of Complex Networks (the Complex Networks transition services agreement expired on August 31, 2024), and a $1.1 million increase in gain on disposition of assets.
Other expense, net: Year Ended December 31, 2024 to 2025 % Change (In thousands) 2025 2024 Other expense, net $ (4,878) $ (1,605) NM As a percentage of revenue (3) % (1) % Other expense, net increased by $3.3 million for the year ended December 31, 2025, driven by a $2.1 million change in (loss) gain on disposition of assets ($0.8 million loss recorded during the current year, relative to a $1.3 million gain recorded during the prior year), a $1.6 million increase in loss on partial debt extinguishment associated with the former Notes, and a $0.7 million decrease in other income, largely reflecting less transition services’ income from the purchasers of First We Feast and Complex Networks.
Any decline in the valuation allowance could have a favorable impact on our income tax provision and net income in the period in which such determination is made.
Any decline in the valuation allowance could have a favorable impact on our income tax provision and net income in the period in which such determination is made. Net income (loss) from discontinued operations, net of tax: The Complex Disposition and the First We Feast Disposition were finalized during 2024, and therefore there was no activity in the current year.
If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying value exceeds its fair value.
If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying value exceeds its fair value. Fair value is determined through various valuation techniques which may include discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.
The change was primarily driven by a $14.3 million decrease in the change in deferred revenue, a $12.8 million decrease in the change in accrued compensation, a $9.8 million decrease in accrued expenses, other current liabilities, and other liabilities, and a $0.2 million decrease in lease liabilities.
The change was primarily driven by a $49.6 million decrease in the change in accounts payable, a $14.8 million decrease in the change in accounts receivable, and a $0.2 million decrease in the change in prepaid expenses and other current assets and prepaid expenses and other assets.
For the year ended December 31, 2022, approximately $5.7 million were included in cost of revenue, excluding depreciation and amortization, $1.6 million were included in sales and marketing, $0.9 million were included in general and administrative, and $2.0 million were included in research and development.
As a result of the 2025 restructuring actions, we incurred approximately $3.5 million of aggregate restructuring costs for the year ended December 31, 2025, comprised mainly of severance and related benefit costs, of which $2.9 million were included in cost of revenue, excluding depreciation and amortization, $0.4 million were included in sales and marketing, and $0.2 million were included in general and administrative.
Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Adjusted EBITDA should not be considered a substitute for net loss from continuing operations, net loss, or net loss attributable to BuzzFeed, Inc. that we have reported in accordance with GAAP.
Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
We determined the ultimate disposal, which took place on December 11, 2024 (i.e., the “First We Feast Disposition”), represented a strategic shift that will have a major effect on our operations and final results. As such, the results of Complex Networks and First We Feast are presented as discontinued operations in the consolidated financial statements for all periods presented.
Additionally, we disposed of First We Feast on December 11, 2024 (i.e., the “First We Feast Disposition”). The financial results of Complex Networks and First We Feast are presented as discontinued operations in the consolidated statements of operations for the years ended December 31, 2024 and 2023.
We will remain an emerging growth company under the JOBS Act until the earliest of: (i) the last day of our first fiscal year following the fifth anniversary of 890’s initial public offering (i.e., December 31, 2026); (ii) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion; (iii) the date on we are deemed to be a “large accelerated filer” under the rules of the U.S.
We will remain an emerging growth company under the JOBS Act until December 31, 2026 (i.e., the last day of our fiscal year following the fifth anniversary of 890’s initial public offering).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−1 removed2 unchanged
Biggest changeAccordingly, changes in exchange rates could negatively affect our revenue and results of operations as expressed in U.S. dollars. Fluctuations in foreign currency rates adversely affects our revenue growth in terms of the amounts that we report in U.S. dollars after converting our foreign currency results into U.S. dollars.
Biggest changeFluctuations in foreign currency rates adversely affects our revenue growth in terms of the amounts that we report in U.S. dollars after converting our foreign currency results into U.S. dollars. In addition, currency variations can adversely affect margins on sales of our products and services in countries outside of the U.S.
The effect of a hypothetical 10% change in interest rates applicable to our business would not have a material impact on our consolidated financial statements for the years ended December 31, 2024 and 2023. Equity Investment Risk We hold an investment in equity securities of a privately-held company without a readily determinable fair value.
The effect of a hypothetical 10% change in interest rates applicable to our business would not have a material impact on our consolidated financial statements for the years ended December 31, 2025 and 2024. Equity Investment Risk We hold an investment in equity securities of a privately-held company without a readily determinable fair value.
The carrying value of our investment was $0.8 million at December 31, 2024 and 2023. Refer to Note 2 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details. 70 Table of Contents
The carrying value of our investment was $0.8 million at December 31, 2025 and 2024. Refer to Note 2 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details. 70 Table of Contents
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have operations both within the U.S. and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily foreign currency exchange, interest rate fluctuation, and equity investment risks.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have operations both within the U.S. and internationally, and we are exposed to market risks in the ordinary course of our business.
We receive interest payments on our cash and cash equivalents, including on our money market accounts. Changes in interest rates may impact the interest income we recognize in the future.
Interest Rate Fluctuation Risk We are exposed to market risks, which primarily include changes in interest rates. We receive interest payments on our cash and cash equivalents, including on our money market accounts. Changes in interest rates may impact the interest income we recognize in the future.
Foreign Currency Exchange Risk We transact business in various foreign currencies and obtain international revenue, as well as incur costs denominated in foreign currencies, primarily the British pound, Japanese yen, Australian dollar, and Canadian dollar. This exposes us to the risk of fluctuations in foreign currency exchange rates.
These risks include primarily foreign currency exchange, interest rate fluctuation, and equity investment risks. 69 Table of Contents Foreign Currency Exchange Risk We transact business in various foreign currencies and obtain international revenue, as well as incur costs denominated in foreign currencies, primarily the British pound, Japanese yen, Australian dollar, and Canadian dollar.
The Company does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates. Interest Rate Fluctuation Risk We are exposed to market risks, which primarily include changes in interest rates.
Generally, our reported revenues and operating results are adversely affected when the U.S. dollar strengthens relative to other currencies. The Company does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.
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In addition, currency variations can adversely affect margins on sales of our products and services in countries outside of the U.S. Generally, our reported revenues and operating results are adversely affected when the U.S. dollar strengthens relative to other currencies.
Added
This exposes us to the risk of fluctuations in foreign currency exchange rates. Accordingly, changes in exchange rates could negatively affect our revenue and results of operations as expressed in U.S. dollars.

Other BZFD 10-K year-over-year comparisons