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What changed in BuzzFeed, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of BuzzFeed, Inc.'s 2023 and 2024 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 2024 report.

+493 added−496 removedSource: 10-K (2025-03-14) vs 10-K (2024-03-29)

Top changes in BuzzFeed, Inc.'s 2024 10-K

493 paragraphs added · 496 removed · 373 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

55 edited+18 added−17 removed49 unchanged
Biggest changeIn February 2024, we completed our sale of certain assets relating to the business of Complex Networks and we also announced plans to reduce expenses by implementing an approximately 16% reduction in our then-current workforce. Following the execution of these combined actions, the Company has 735 employees as of March 27, 2024.
Biggest changeIn 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.
Our customer base consists of U.S.-based and global corporations, including several Fortune 500 companies, across a variety of industries including, among others, media and entertainment, consumer packaged goods, and retail, financial services, insurance, and technology, who utilize one or more of our offerings in advertising, content, and commerce and other.
Our customer base consists of U.S.-based and global corporations, including several Fortune 500 companies across a variety of industries including, among others, media and entertainment, consumer packaged goods, retail, financial services, insurance, and technology, who utilize one or more of our offerings in advertising, content, and commerce and other.
As a result, each of our brands has a large, loyal, highly engaged audience that is very attractive to advertisers and creators, and through our rich first party data offering and contextual marketing solutions, we are able to help both advertisers and creators effectively and efficiently reach their target audiences.
As a result, each of our brands has a large, loyal, highly engaged audience that is attractive to advertisers and creators, and through our rich first party data offering and contextual marketing solutions, we are able to help both advertisers and creators effectively and efficiently reach their target audiences.
Furthermore, we believe that audience leadership, brand safety, our AI-powered tech stack, and rich first party data are structural differentiators that set us apart from the competition. BuzzFeed both competes with and partners with the largest social media platforms, streaming services, retailers, and traditional publishers.
We believe that our audience leadership, brand safety, AI-powered tech stack, and rich first party data are structural differentiators that set us apart from the competition. BuzzFeed both competes with and partners with the largest social media platforms, streaming services, retailers, and traditional publishers.
Supported by our highly 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.
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.
ITEM 1. BUSINESS For convenience, the terms “BuzzFeed,” the “Company,” “we,” “us” or “our” used in this Annual Report on Form 10-K refer to BuzzFeed, Inc. and one or more of our consolidated subsidiaries, unless the context otherwise requires. On December 3, 2021, we consummated a business combination (the “Business Combination”) with 890 5th Avenue Partners, Inc.
ITEM 1. BUSINESS For convenience, the terms “BuzzFeed,” the “Company,” “we,” “us,” or “our” used in this Annual Report on Form 10-K refer to BuzzFeed, Inc. and one or more of our consolidated subsidiaries, unless the context otherwise requires. On December 3, 2021, we consummated a business combination (the “Business Combination”) with 890 5th Avenue Partners, Inc.
Through our category-leading brand-safe content, proprietary first-party data, and our suite of ad products, we offer advertisers the tools and contextual alignment needed to effectively and efficiently reach large, young audiences without running afoul of emerging data privacy regulations. For years, young people have continued to come to BuzzFeed for culturally relevant content that inspires them to discover new things.
Through our brand-safe content, proprietary first party data, and our suite of ad products, we offer advertisers the tools and contextual alignment needed to effectively and efficiently reach large, young audiences without running afoul of emerging data privacy regulations. For years, young people have continued to come to BuzzFeed for culturally relevant content that inspires them to discover new things.
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 as well as 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 and content licensing. Our content production approach increasingly allows for turn-key, lightweight options that are scalable and repeatable and resonate with advertisers.
Our proprietary technology stack is powered by AI and machine learning, and trained on BuzzFeed proprietary data to optimize publishing across our owned and operated and third-party platforms. This enables us to attract larger, more engaged audiences and capture deeper, more reliable insights — delivering high-quality content at massive scale and low cost.
Our proprietary technology stack is powered by AI and machine learning, and trained on BuzzFeed proprietary data to optimize publishing across our owned and operated and third-party platforms. This enables us to attract engaged audiences and capture deeper, more reliable insights — delivering high-quality content at scale and low cost.
Our content revenue is driven by continued investment in our content team, a strong data-informed understanding of our audience, demand for trusted, brand-safe digital content, and our brand integrity. Commerce and other revenues consist primarily of affiliate commissions earned on transactions initiated from our editorial shopping content, as well as revenues from product licensing.
Our content revenue is driven by continued investment in our content team, a strong data-informed understanding of our audience, demand for trusted, brand-safe digital content, and our brand integrity. Commerce and other revenues consist primarily of affiliate commissions earned on transactions initiated from our editorial shopping content, and revenues from product licensing.
Our iconic, category-leading brands have loyal, highly engaged audiences — from food lovers to shoppers to parents — and everyone in between. • AI-enabled Technology Stack — Our proprietary technology stack is powered by AI and machine learning, and trained on BuzzFeed proprietary data to optimize publishing across our owned and operated and third-party platforms.
Our iconic brands have loyal, highly engaged audiences — from food lovers to shoppers to parents — and everyone in between. • AI-enabled Technology Stack — Our proprietary technology stack is powered by AI and machine learning, and trained on BuzzFeed proprietary data to optimize publishing across our owned and operated and third-party platforms.
Our differentiated model for content creation and distribution is designed to serve all stakeholders in our ecosystem. • These proprietary tools and technologies ensure we are serving our audiences compelling, culturally relevant content. • Our content creators and journalists also benefit greatly, as internal dashboards and metrics provide heightened visibility on audience interaction, allowing them to focus on content and formats that maximize engagement and revenue. 7 Table of Contents • Similarly, advertisers rely on our audience insights and first-party data tools to optimize their ad campaigns. • Our data-driven approach to content creation also offers advertisers an alternative to the risk of advertising alongside user-generated content on the largest social platforms.
Our differentiated model for content creation and distribution is designed to serve all stakeholders in our ecosystem. • These proprietary tools and technologies ensure we are serving our audiences compelling, culturally relevant content. • Our content creators and journalists also benefit, as internal dashboards and metrics provide heightened visibility on audience interaction, allowing them to focus on content and formats that maximize engagement and revenue. • Similarly, advertisers rely on our audience insights and first party data tools to optimize their ad campaigns. • Our data-driven approach to content creation also offers advertisers an alternative to the risk of advertising alongside user-generated content on the largest social platforms.
Our Business Model Powered by our highly scalable data-driven content flywheel, BuzzFeed has grown into a large scale, global media company that distributes content across owned and operated, as well as third-party, platforms.
Our Business Model Powered by our highly scalable data-driven content flywheel, BuzzFeed has grown into a global media company that distributes content across owned and operated, as well as third-party, platforms.
This enables us to attract larger, more engaged audiences and capture deeper, more reliable insights — delivering high-quality content at massive scale and low cost. • Rich First Party Data — With a broad and diverse audience and scaled distribution across platforms, we capture rich first party data and third-party platform insights across our audience — offering advertisers the contextual alignment and tools they need to effectively and efficiently reach massive young audiences — particularly as the 8 Table of Contents Internet continues to move toward a cookieless future.
This enables us to attract larger, more engaged audiences and capture deeper, more reliable insights — delivering high-quality content at scale and low cost. • Rich First Party Data — With a broad and diverse audience and scaled distribution across platforms, we capture rich first party data and third-party platform insights across our audience — offering advertisers the contextual alignment and tools they need to effectively and efficiently reach massive young audiences — particularly as the Internet continues to move toward a cookieless future.
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 and equality. 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. 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.
Our commerce customers are e-commerce 9 Table of Contents operators who partner with us through affiliate programs, or retailers with whom we enter into licensing and merchandising agreements. Customers can achieve the best results when tapping into a combination of our offerings, and we see increased retention from those customers that do so.
Our commerce customers are e-commerce operators who partner with us through affiliate programs, or retailers with whom we enter into licensing and merchandising agreements. Customers can achieve the best results when tapping into a combination of our offerings, and we see increased retention from those customers that do so.
Informed consent is generally required for the placement of a cookie or similar technologies on a user’s device and for direct 12 Table of Contents electronic marketing. The GDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology.
Informed consent is generally required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The GDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology.
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 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 generate revenue from advertising, content, and 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 homepage takeovers.
We own numerous domestic and foreign trademarks and other proprietary rights that are important to our business and protect those rights in our brands including, but not limited to, BuzzFeed, HuffPost, Tasty, and First We Feast. We also maintain rights to the domain names www.buzzfeed.com, www.huffpost.com, www.tasty.co, www.firstwefeast.com, among others.
We own numerous domestic and foreign trademarks and other proprietary rights that are important to our business and protect those rights in our brands including, but not limited to, BuzzFeed, HuffPost, and Tasty . We also maintain rights to the domain names www.buzzfeed.com, www.huffpost.com, and www.tasty.co, among others.
Over 15 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.
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.
As we prioritize resources towards the highest margin businesses, we are committed to building a business that delivers significant margin expansion and generates strong cash flows. BuzzFeed operates within the digital media space, a category that we have pioneered and helped develop.
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.
With a broad and diverse audience and scaled distribution across platforms, we capture rich first party data and third-party platform insights across our audience — offering advertisers the contextual alignment and tools they need to effectively and efficiently reach massive young audiences — particularly as the Internet continues to move toward a cookieless future.
With a broad and diverse audience and scaled distribution across platforms, we capture rich first party data and third-party platform insights across our audience — offering advertisers the contextual alignment 5 Table of Contents and tools they need to effectively and efficiently reach massive young audiences — particularly as the Internet continues to move toward a cookieless future.
These laws often require companies to implement specific information security controls to protect certain types of data (such as personal data, 11 Table of Contents “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.
The U.S. e-commerce market is expected to reach $1.7 trillion by 2027 and comprise 21% 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 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.
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 $1.1 trillion, comprising 15% of total retail sales in the fourth quarter of 2023.
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 strong audience signal and powerful content flywheel have enabled us to build category-leading brands, a deep, two-way connection with our audiences, and an engine for high-quality content at massive scale and low cost.
Our strong audience signal and powerful content flywheel have enabled us to build a deep, two-way connection with our audiences, and an engine for high-quality content at scale and low cost.
Across our network of brands we reach millions of monthly viewers , who consumed more than 300 million hours of content and drove hundreds of millions of dollars in transactions in 2023. Our cross-platform distribution network gives us the ability to connect with the Internet generations at a massive scale on whatever platform they are using to consume content.
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.
The text of the e-Privacy Regulation is still under development, and recent EU regulatory guidance and court decisions have created uncertainty about the level to which such laws and regulations will be enforced, which may require us to review our compliance approach and increase compliance costs. Seasonality Our business is subject to some seasonal influences.
The text of the e-Privacy Regulation is still under development, and recent EU regulatory guidance and court decisions have created uncertainty about the level to which such laws and regulations will be enforced, which may require us to review our compliance approach and increase compliance costs.
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. • 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 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.
In 2023, our audiences consumed more than 300 million hours of content and drove over $500 million in attributable transactions. For additional discussion on Time Spent, refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.
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.
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. These trends reinforce our value proposition.
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.
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 BIPOC talent and candidates from other underrepresented groups are actively recruited, and that the company hires and retains talent with diverse perspectives and backgrounds.
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.
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 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.
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 a portfolio of iconic, category-leading brands for Gen Z and Millennial audiences across entertainment, news, food, pop culture, and commerce.
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.
We distribute these ad products across our owned and operated properties as well as third-party platforms. This revenue source is driven by our industry-leading engagement, an overall shift to digital advertising, and our scaled reach to multiple demographics.
We distribute these ad products across our owned and operated properties as well as third-party platforms. This revenue source is driven by our industry-leading engagement, an overall shift to digital advertising, and our scaled reach to multiple demographics. We provide significant and differentiated value to advertisers by consistently delivering best-in-class audience engagement.
In 2023, 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.
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.
Since 2014, we have 10 Table of Contents been committed to holding ourselves accountable to this work by publishing our diversity and demographics report annually. As of December 31, 2023, Black, Indigenous and People of Color (“BIPOC”) employees constituted 38% of our U.S.-based employee population. In addition, 61% of our global population identify as female.
Since 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.
CM Partners, LLC, together with Complex Media, Inc., is referred to herein as “Complex Networks.” Following the closing of the Business Combination, 890 was renamed “BuzzFeed, Inc.” Our Company — Overview BuzzFeed is a premier digital media company for the most diverse, most online, and most socially connected generations the world has ever seen.
CM Partners, LLC, together with Complex Media, Inc., is referred to herein as “Complex Networks.” Following the closing of the Business Combination, 890 was renamed “BuzzFeed, Inc.” Our Company — Overview BuzzFeed is a premier digital media company.
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 ).
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 ).
BuzzFeed is committed to increasing the representation of diverse employees and we have concentrated our efforts to both advance and retain current BIPOC and additional 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, without threat of microaggressions or bias.
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.
Refer to Notes 22 and 23 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details with respect to the sale. 6 Table of Contents Our Audience Our content reflects the voice of the most diverse generation in history, and creates an “inspiration engine” that helps millions explore new things, try unique experiences, and discover novel products.
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.
As of December 31, 2023, we had 925 employees located across seven countries. As of December 31, 2023, approximately 10.5% 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, 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.
Historically, our revenue is typically highest in the fourth quarter of the year due to strong advertising spend and consumer spending during this quarter.
Such developments could adversely affect our business, financial condition, and results of operations. Seasonality Our business is subject to some seasonal influences. Historically, our revenue is typically highest in the fourth quarter of the year due to strong advertising spend and consumer spending during this quarter.
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 iconic, category-leading brands have loyal, highly engaged audiences — from food lovers to shoppers to parents — and everyone in between.
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.
HuffPost is a global, award-winning media platform for news, politics, opinion, entertainment, features, and lifestyle content that continues to attract millions of loyal readers directly to its front page.
With articles, lists, quizzes, videos, and original series — our audience comes to BuzzFeed to learn what to watch, read, and buy now — and into the future. HuffPost is a global, award-winning media platform for news, politics, opinion, entertainment, features, and lifestyle content that continues to attract millions of loyal readers directly to its front page.
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.
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.
Founded by Jonah Peretti in 2006, BuzzFeed started as a lab in New York City’s Chinatown, experimenting with how the Internet could change how content is consumed, distributed, interacted with, and shared. This pioneering work was followed by a period of significant growth, during which BuzzFeed became a household name.
Our strength has always been to adapt our business model to the evolution of the digital landscape. Founded by Jonah Peretti in 2006, BuzzFeed started as a lab in New York City’s Chinatown, experimenting with how the Internet could change how content is consumed, distributed, interacted with, and shared.
We have strong and differentiated IP in BuzzFeed, HuffPost, Tasty and First We Feast (including Hot Ones), each with a trusted and established brand identity. The brands we have built are valuable and hard to replicate. Audiences spend more time consuming our content than that of any other digital media company in our competitive set, according to Comscore.
We have strong and differentiated IP in BuzzFeed, HuffPost, and Tasty, each with a trusted and established brand identity. The brands we have built are valuable and hard to replicate.
In addition to these top 10 direct customers, we derive a significant portion of our revenue from companies such as Google, Facebook, and Amazon through their various advertising and affiliate exchanges. 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 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.
We are the number one destination for audiences amongst our competitive set, in terms of Time Spent, according to Comscore. 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.
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.
Refer to Note 23 to our consolidated financial statements elsewhere in this Annual Report on Form 10-K for additional details. 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.
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 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. We intend to continue to file additional applications with respect to our intellectual property assets.
We intend to continue to file additional applications with respect to our intellectual property assets.
As of December 31, 2023, excluding COMPLEX marks, we held 123 registered trademarks in the U.S., including the BUZZFEED mark and the HUFFPOST mark, and also held 427 registered trademarks in foreign jurisdictions.
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.
Tasty , first launched in 2015, has grown into the largest, most engaged food community on the Internet, pioneering the overhead video format that is now ubiquitous across most major food brands, and is a leading platform for food creators. Eight in 10 audience members try a recipe after seeing it on Tasty.
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.
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With a portfolio of iconic, globally-loved brands that includes BuzzFeed, HuffPost, Tasty, and First We Feast (including Hot Ones), we are the number one destination for audiences amongst our competitive set, in terms of time spent, according to Comscore. BuzzFeed’s mission is to spread truth, joy, and creativity on the Internet.
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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.
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Note, Time Spent presented above excludes time spent on Facebook, as effective January 1, 2023, we exclude Facebook from our measure of Time Spent. Additionally, Time Spent presented above excludes time Spent on Complex Networks, as Complex Networks is presented as discontinued operations throughout this Annual Report on Form 10-K.
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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.
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Time Spent on Facebook and Complex Networks was approximately 58 million and 76 million hours in 2023, respectively. Our strength has always been to adapt our business model to the evolution of the digital landscape.
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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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Over the last few years, we have focused on revenue diversification and profitability ( on an Adjusted EBITDA basis, a non-GAAP measure as defined in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation” elsewhere in this Annual Report on Form 10-K ).
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We use AI to make our owned and operated properties more engaging, personalized, and efficient to operate.
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This is why, even amid an uncertain economic environment and increasing competition for audience time and advertising dollars, we continue to be a trusted partner for advertisers looking to reach young audiences at scale with brand-safe content. 5 Table of Contents Reputation, ethics, and quality matter now more than ever.
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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.
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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.
Added
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.
Removed
Our flagship BuzzFeed brand has become a go-to authority for curating entertainment, pop culture, and the best of the Internet. With articles, lists, quizzes, videos, and original series — our audience comes to BuzzFeed to learn what to watch, read, and buy now — and into the future.
Added
As of December 31, 2024, we had 611 employees located across seven countries.
Removed
First We Feast began with creating an award-winning website and has since established its credibility as a voice at the intersection of food and pop culture that has spawned proprietary IP like The Burger Show and Pizza Wars.
Added
Our employees and personnel may use GenAI technologies to perform their work, and the disclosure and use of personal information in such technologies is subject to various data privacy and security laws and obligations.
Removed
The most prominent example of this is the hit celebrity interview series Hot Ones, with more than 25 billion minutes watched, multiple Emmy nominations and several consumer product extensions. Complex Networks is a global youth entertainment company targeting Gen Z and Millennial audiences. We sold Complex Networks in February 2024.
Added
Governments have passed and are likely to pass additional laws regulating GenAI, including, for example, the EU’s AI Act, which is expected to be adopted and enforced by 2026. Our use of this technology could result in additional compliance costs and regulatory investigations and actions.
Removed
The sale of Complex Networks represents a strategic inflection point for us as we plan to focus on scalable, higher margin, technology-enabled revenue lines (e.g., AI).
Added
If we are unable to use GenAI, it could make our business less efficient and result in competitive disadvantages. Finally, we may publish privacy policies, marketing material, and other documentation or statements regarding our collection, use, disclosure, and other processing of personal information.
Removed
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.
Added
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.
Removed
We provide significant and differentiated value to advertisers by consistently delivering best-in-class audience engagement, with the most Time Spent among audiences as compared to other digital media companies in our competitive set, according to Comscore.
Added
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.
Removed
There is a significant opportunity to further penetrate our existing customer base with our diverse offerings, as well as to add new customers through our proven ability to reach audiences at scale and drive awareness, inspiration, and transactions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to Ownership of Our Securities • We may issue additional shares of 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. • The continued decline in the coverage of our securities by analysts or reports published by the analysts who do cover us, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares. 14 Table of Contents • If we fail to comply with the continued listing requirements of Nasdaq, our common stock may be delisted and 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 unsecured convertible notes. • 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.
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.
If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive, which could have a material adverse effect on our financial condition and ability to continue as a going concern.
If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional debt or equity capital on terms that may be onerous or highly dilutive, which could have a material adverse effect on our financial condition and ability to continue as a going concern.
While we require the third parties to which we license our intellectual property to follow certain brand guidelines and these parties are otherwise obligated to protect the value of our property and reputation, we cannot assure that they will do so, and if they fail to do so, such failure could adversely affect our business.
While we require the third parties to which we license our intellectual property to follow certain brand guidelines and these parties are otherwise obligated to protect the value of our property and reputation, we cannot assure that they will do so, and, if they fail, such failure could adversely affect our business.
These macroeconomic factors include: inflation; current global supply chain disruptions; slower than expected growth or recession; changes to fiscal and monetary policy; any failure to raise the U.S. debt ceiling or to fund the federal government, leading to a shutdown; tightening of the credit markets; including as a result of bank failures and any resulting issues in the broader U.S. financial system; any higher interest rates; high unemployment; currency fluctuations; and the competitive labor market.
These macroeconomic factors include: tariffs; inflation; current global supply chain disruptions; slower than expected growth or recession; changes to fiscal and monetary policy; any failure to raise the U.S. debt ceiling or to fund the federal government, leading to a shutdown; tightening of the credit markets, including as a result of bank failures and any resulting issues in the broader U.S. financial system; any higher interest rates; high unemployment; currency fluctuations; and the competitive labor market.
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; 15 Table of Contents • 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) 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.
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; 18 Table of Contents • 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; • 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.
Moreover, we will be required to repay the Notes, in cash, at their maturity, unless earlier converted, redeemed, or repurchased. Failure of our Class A common stock to be listed on any national securities exchange or quoted on Nasdaq would constitute a fundamental change under the indenture.
Moreover, we will be required to repay the Notes, in cash, at their maturity, unless earlier converted, redeemed, or repurchased. Failure of our Class A common stock to be listed on any national securities exchange or quoted on Nasdaq would constitute a fundamental change under the indenture governing the Notes.
In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, customers, business partners and employees and fewer business development opportunities.
In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, customers, business partners, and employees, and may also result in fewer business development opportunities.
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.
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.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, our ability to repurchase, redeem or to pay cash upon conversion of Notes may be limited by law, regulatory authority, or agreements governing any future indebtedness.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, our ability to repurchase, redeem, repay, or to pay cash upon conversion of Notes may be limited by law, regulatory authority, or agreements governing any future indebtedness.
A temporary suspension of the use of certain NOLs and tax credits has been enacted in Illinois, and other states may enact suspensions as well. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs and tax credits.
A temporary suspension of the use of certain NOLs and tax credits has been enacted in California and Illinois, and other states may enact suspensions as well. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs and tax credits.
These macroeconomic factors have adversely affected our advertising and content revenues in 2023 and we expect these factors will continue to adversely impact our revenue in 2024. 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 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.
Moreover, we may issue a substantial number of additional shares of our Class A common stock (or securities convertible, exercisable or exchangeable for Class A common stock) in the future, whether pursuant to the at-the-market-offering described in Part II, Item 7.
Moreover, we may issue a substantial number of additional shares of our Class A common stock (or securities convertible, exercisable, or exchangeable for Class A common stock) in the future, whether (i) pursuant to the at-the-market-offering described in Part II, Item 7.
If we are unable to negotiate labor contracts on reasonable terms, or if we were to experience labor unrest or other business interruptions in connection with labor negotiations or otherwise, our ability to produce and deliver our products could be impaired.
If we are unable to negotiate renewed labor contracts on reasonable terms, or if we were to experience labor unrest or other business interruptions in connection with labor negotiations or otherwise, our ability to produce and deliver our products could be impaired.
We have the ability to redeem our outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date we give notice of redemption.
We have the ability to redeem our outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A common stock equals or exceeds $72.00 per share for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date we give notice of redemption.
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.
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.
If a perceived breach of our security occurs or an actual breach of our security that results in degraded website or application performance, unauthorized access, availability problems, or the loss or unauthorized disclosure of confidential information occurs, the market perception of the effectiveness of our security measures could be harmed, our traffic, advertisers, and 26 Table of Contents partners may lose trust and confidence in us or decrease the use of our websites, applications or services or stop using our services in their entirety; and we may incur significant legal and financial exposure, including legal claims, higher transaction fees, and regulatory fines and penalties.
If a perceived breach of our security occurs or an actual breach of our security that results in degraded website or application performance, unauthorized access, availability problems, or the loss or unauthorized disclosure of confidential information occurs, the market perception of the effectiveness of our security measures could be harmed, our traffic, advertisers, and partners may lose trust and confidence in us or decrease the use of our websites, applications or services or stop using our services in their entirety; and we may incur significant legal and financial exposure, including legal claims, higher transaction fees, and regulatory fines and penalties.
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; 36 Table of Contents • 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 global COVID-19 pandemic 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; • 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.
As such, full remediation could potentially extend beyond December 31, 2024. We are committed to continuing to improve our internal control processes and will continue to diligently review our financial reporting controls and procedures. We cannot assure you that we will not identify other material weaknesses in future periods.
As such, full remediation could potentially extend beyond December 31, 2025. We are committed to continuing to improve our internal control processes and will continue to diligently review our financial reporting controls and procedures. We cannot assure you that we will not identify other material weaknesses in future periods.
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 41 Table of Contents 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 employment, bribery and corruption, economic and trade sanctions, competition, protection of minors, consumer protection, taxation, and regulation of controlled substances.
Our success depends in part on our ability to attract online visitors to our owned and operated properties, and we depend in part on referrals from third-party platforms and Internet search companies, most prominently Apple News, Google, Facebook, YouTube, Instagram, TikTok, Snapchat, and Twitter, to direct visitors to our owned and operated properties.
Our success depends in part on our ability to attract online visitors to our owned and operated properties, and we depend in part on referrals from third-party platforms and Internet search companies, most prominently Apple News, Google, Facebook, YouTube, Instagram, TikTok, Snapchat, and X (formerly Twitter), to direct visitors to our owned and operated properties.
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.
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.
We are also subject to anti-takeover provisions under Delaware law, which could 37 Table of Contents delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
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.
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.
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 s killed employees.
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.
As discussed in Note 9 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K, we may, at our election, force conversion of the Notes after December 3, 2024, subject to a holder’s prior right to convert and the satisfaction of certain other conditions, if the volume-weighted average trading price of our Class A common stock is greater than or equal to 130% of the conversion price for more than 20 trading days during a period of 30 consecutive trading days, which has yet to occur.
As discussed in Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K, we may, at our election, force conversion of the Notes after December 3, 2024, subject to a holder’s prior right to convert and the satisfaction of certain other conditions, if the volume-weighted average trading price of our Class A common stock is greater than or equal to 130% of the conversion price (currently $50.00) for more than 20 trading days during a period of 30 consecutive trading days, which has yet to occur.
Effective protection of trademarks and domain names is expensive and difficult to maintain, both in terms of 43 Table of Contents application and registration costs as well as the costs of defending, maintaining and enforcing those rights.
Effective protection of trademarks and domain names is expensive and difficult to maintain, both in terms of 44 Table of Contents application and registration costs as well as the costs of defending, maintaining and enforcing those rights.
We may also incur significant or unanticipated expenses, experience greater dis-synergies than expected, or disrupt relationships with our employees, customers and business partners. There can be no assurance whether the strategic benefits and expected financial impact of any divestiture, including the Disposition, will be achieved.
We may also incur significant or unanticipated expenses, experience greater dis-synergies than expected, or disrupt relationships with our employees, customers and business partners. There can be no assurance whether the strategic benefits and expected financial impact of any divestiture, including the Complex Disposition and the First We Feast Disposition , will be achieved.
“Management’s Discussion and Analysis of Financial Condition and Results of Operation” elsewhere in this Annual Report on Form 10-K , which could cause the market price of our Class A common stock to decline. We may also issue preferred shares or other equity ranking senior to our Class A common stock.
“Management’s Discussion and Analysis of Financial Condition and Results of Operation” included elsewhere within this Annual Report on Form 10-K , which could cause the market price of our Class A common stock to decline. We may also issue preferred shares or other equity ranking senior to our Class A common stock.
We have significantly decreased our expenses since 2022; however, we cannot guarantee that we will be able to increase our revenue in order to achieve or maintain profitability or generate positive cash flow. For example, during the year ended December 31, 2023, our total revenue decreased by 26% compared to the year ended December 31, 2022.
We have significantly decreased our expenses since 2022; however, we cannot guarantee that we will be able to increase our revenue in order to achieve or maintain profitability or generate positive cash flow. For example, during the year ended December 31, 2024, our total revenue decreased by 18% compared to the year ended December 31, 2023.
As such, the loss of this customer or a reduction in its commercial dealings with us for any reason could have a negative impact on that revenue. 21 Table of Contents 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.
As such, the loss of this customer or a reduction in its commercial dealings with us for any reason could have a negative impact on that revenue. 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.
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.
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.
In the absence of a refinancing of our debt, we may not have the funds on hand to make such payment within 35 business days of such a fundamental change and, in that event, may not be able to fulfill our repurchase obligation, leading to a potential event of default under the Notes.
In the absence of a refinancing of 21 Table of Contents our debt, we may not have the funds on hand to make such payment within 35 business days of such a fundamental change and, in that event, may not be able to fulfill our repurchase obligation, leading to a potential event of default under the Notes.
Refer to Note 23 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 21 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 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 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.
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.
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.
In addition, our independent registered public accounting firm expressed substantial doubt as to our ability to continue as a going concern in their report accompanying our audited consolidated financial statements. As of December 31, 2023, we had $150.0 million aggregate principal amount of unsecured convertible notes due 2026 issued in connection with the Business Combination (the “Notes”).
In addition, our independent registered public accounting firm expressed substantial doubt as to our ability to continue as a going concern in their report accompanying our audited consolidated financial statements. As of December 31, 2024, we had $30.0 million aggregate principal amount of unsecured convertible notes due 2026 issued in connection with the Business Combination (the “Notes”).
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.
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.
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.
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.
We believe that our ability to compete effectively for traffic depends upon many factors both within and beyond our control, including: • the popularity, usefulness, and reliability of our content compared to that of our competitors; • the timing and market acceptance of our content; • the continued expansion and adoption of our content; • our ability, and the ability of our competitors, to develop new content and enhancements to existing content; • our ability, and the ability of our competitors, to attract, develop, and retain influencers and creative talent; • our ability, and the ability of our competitors, to develop measures for traffic, time spent and content engagement on emerging platforms, particularly platforms where no effective measurement tools currently exist; • the frequency, relative prominence and appeal of the advertising displayed by us or our competitors; • changes mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements and consent decrees, some of which may have a disproportionate impact on us; • our ability to attract, retain and motivate talented employees; • the costs of developing and procuring new content, relative to those of our competitors; • acquisitions or consolidation within our industry, which may result in more formidable competitors; and • our reputation and brand strength relative to our competitors. 16 Table of Contents We also face significant competition for advertiser spending.
We believe that our ability to compete effectively for traffic depends upon many factors both within and beyond our control, including: • the popularity, usefulness, and reliability of our content compared to that of our competitors; • the timing and market acceptance of our content; • the continued expansion and adoption of our content; • our ability, and the ability of our competitors, to develop new content and enhancements to existing content; • our ability, and the ability of our competitors, to attract, develop, and retain influencers and creative talent; • our ability, and the ability of our competitors, to develop measures for traffic, time spent and content engagement on emerging platforms, particularly platforms where no effective measurement tools currently exist; • the frequency, relative prominence and appeal of the advertising displayed by us or our competitors; • changes mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements and consent decrees, some of which may have a disproportionate impact on us; • our ability to attract, retain, and motivate talented employees; • the costs of developing and procuring new content, relative to those of our competitors; • acquisitions or consolidation within our industry, which may result in more formidable competitors; and • our reputation and brand strength relative to our competitors.
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 as part of the Business Combination.
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.
We are dependent on the compatibility of our content with popular devices, streaming tools, desktop and mobile operating systems and web 27 Table of Contents browsers that we do not control, such as Mac OS, Windows, Android, iOS, Chrome, and Firefox.
We are dependent on the compatibility of our content with popular devices, streaming tools, desktop and mobile operating systems, and web browsers that we do not control, such as Mac OS, Windows, Android, iOS, Chrome, and Firefox.
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.
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.
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. 17 Table of Contents We continue to direct significant resources to mitigate these potential risks and to create content, and to build, maintain, and evolve our owned and operated properties.
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.
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.
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.
Risks Related to Ownership of Our Securities We may issue additional shares of Class A common stock (including upon the exercise of our 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.
Risks Related to Ownership of Our Securities We may issue additional shares of Class A common stock or securities exercisable for or convertible or exchangeable into shares of Class A common stock (including upon the exercise of our 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.
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.
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.
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 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 fund conversions of our unsecured convertible notes in cash, or repay the notes at maturity or repurchase them upon a fundamental change, 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. • 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.
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 China, 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 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.
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 24 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.
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 strategic initiatives do not enhance our ability to monetize our existing content or enable us to develop 19 Table of Contents 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.
In general, an “ownership change” will occur if there is a cumulative change 34 Table of Contents in our ownership by “five percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws.
In general, an “ownership change” will occur if there is a cumulative change in our ownership by “five percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws.
Our management will continue to implement remediation plans to define control procedures, enhance documentation, and enforce segregation of duties to ensure controls are adequately designed and operate sufficiently including, but not limited to: enhancing certain higher risk balance sheet reconciliation schedules, completeness and accuracy, and related review procedures; enhancing review procedures with respect to financial results and supporting financial calculations; designing processes and controls to adequately segregate job responsibilities; redesigning workflow approval routing and security permissions; and reducing reliance on manual controls.
Our management will continue to implement remediation plans to define control procedures, enhance documentation, and 32 Table of Contents enforce segregation of duties to ensure controls are adequately designed and operate sufficiently including, but not limited to: enhancing certain higher risk balance sheet reconciliation schedules, including the completeness and accuracy of information used in controls and the related review procedures; enhancing review procedures with respect to financial results and supporting financial calculations; designing processes and controls to adequately segregate job responsibilities; redesigning workflow approval routing and security permissions; and reducing reliance on manual controls.
Refer to Note 5 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
Refer to Note 4 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
Further, such behavior by a content creator or on-camera talent may result in our being unable or unwilling to continue current production or other activities, and use and monetize our library of paid or sponsored branded, editorial, syndicated and studio content featuring such creator or talent, which could have a negative impact on our revenues.
Further, such behavior by a content creator or on-camera talent may result in our being unable or unwilling to continue current production or other activities, and use and monetize our library of paid or sponsored branded, editorial, syndicated, and studio content featuring such creator or talent, which could have a negative impact on our revenues and the intrinsic value of our existing assets.
Our ability to pay cash upon conversion of the Notes depends in part on our future performance, which is subject to economic, financial, competitive and other factors including, but not limited to, rising inflation, elevated interest rates, and other negative macroeconomic factors, some of which are out of our control.
Our ability to pay cash in order to repurchase the Notes or upon maturity of the Notes depends in part on our future performance, which is subject to economic, financial, competitive and other factors including, but not limited to, rising inflation, elevated interest rates, and other negative macroeconomic factors, some of which are out of 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 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 16 Table of Contents 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.
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.
In addition, on December 3, 2022, an aggregate of 7,187,500 shares of our Class A common stock held by 200 Park Avenue Partners, LLC, PA 2 Co-Investment LLC, Craig-Hallum Capital Group LLC and certain affiliated individuals became available for sale, subject to applicable securities laws.
In addition, on December 3, 2022, an aggregate of 1,796,875 shares of our Class A common stock held by 200 Park Avenue Partners, LLC, PA 2 Co-Investment LLC, Craig-Hallum Capital Group LLC and certain affiliated individuals became available for sale, subject to applicable securities laws.
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 exercise price for the outstanding public warrants is $11.50 per share of our Class A common stock.
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 exercise price for the outstanding public warrants is approximately $46.00 per share of our Class A common stock.
We compete against online and mobile businesses and traditional media outlets, such as television, radio and print, for advertising budgets. In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics of our traffic, advertising rates, results observed by advertisers, and alternative advertising options.
We also face significant competition for advertiser spending. We compete against online and mobile businesses and traditional media outlets, such as television, radio, and print, for advertising budgets. In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics of our traffic, advertising rates, results observed by advertisers, and alternative advertising options.
The Notes, mature on December 3, 2026, are convertible into shares of our Class A common stock at an initial conversion price of $12.50 and bear interest at a rate of 8.50% per annum, payable semi-annually.
The Notes mature on December 3, 2026, 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.
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, 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. 29 Table of Contents If we are unable to manage the complexity of our global operations successfully, our business, financial condition and operating results could be adversely affected.
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.
If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the interest on such indebtedness and repurchase the Notes or to pay cash upon conversion of the Notes. Restrictions imposed by the indenture governing the Notes could adversely affect our operating flexibility.
If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the interest on such indebtedness and repurchase the Notes. 34 Table of Contents Restrictions imposed by the indenture governing the Notes could adversely affect our operating flexibility.
Increased inflation has had, and may continue to have, an effect on interest rates. Increased interest rates may also 32 Table of Contents adversely affect our ability to obtain, or the terms under which we can obtain, any potential additional funding. See Part II, Item 7.
Increased inflation has had, and may continue to have, an effect on interest rates. Increased interest rates may also adversely affect our ability to obtain, or the terms under which we can obtain, any potential additional funding. Refer to Part II, Item 7.
We may not have the ability to raise the funds necessary to settle conversions of the Notes, repurchase the Notes upon a fundamental change or repay the Notes in cash at their maturity, and any future debt may contain limitations on our ability to pay cash upon conversion, redemption or repurchase of the Notes.
We may not have the ability to raise the funds necessary to repurchase the Notes upon a fundamental change or when required by the holders of the Notes, or to repay the Notes in cash at their maturity, and any future debt may contain limitations on our ability to pay cash upon conversion, redemption, or repurchase of the Notes.
Our financial results have fluctuated in the past and will fluctuate in the future. Our historical financial results have fluctuated in the past and will expect they will continue to do so.
Our historical financial results have fluctuated in the past and we expect they will continue to do so.
As of December 31, 2023, approximately 10.5% 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, 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.
Our ability to repurchase or to pay cash upon conversions or at maturity of the Notes may be limited by law, regulatory authority or agreements governing any future indebtedness.
Our ability to repurchase the Notes when requested by the holders of the Notes, or to pay cash at maturity of the Notes, may be limited by law, regulatory authority or agreements governing any future indebtedness.
In addition, there were 259,167 outstanding private placement warrants, also originally issued by 890 and assumed by us in connection with the Business Combination, and 33,333 outstanding working capital warrants, issued by us in connection with the Business Combination, exercisable for an aggregate of 292,500 shares of our Class A common stock at an exercise price of $11.50 per share.
In addition, there were 259,167 outstanding private placement warrants, also originally issued by 890 and assumed by us in connection with the Business Combination, and 33,333 outstanding working capital warrants, issued by us in connection with the Business Combination, exercisable for an aggregate of 73,125 shares of our Class A common stock at an exercise price of approximately $46.00 per share.
Treasury Department, and the FDIC guaranteed all deposits, above and beyond the limit on insured deposits at these banks, there can be no assurance that there will not be additional bank failures or issues in the broader 28 Table of Contents U.S. financial system, which may have an impact on the broader capital markets and, in turn, our ability to access those markets.
Treasury Department, and the Federal Deposit Insurance Corporation (the “FDIC”) guaranteed all deposits above and beyond the limit on insured deposits at these banks, there can be no assurance that there will not be additional bank failures or issues in the broader U.S. financial system, which may have an impact on the broader capital markets and, in turn, our ability to access those markets.
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.
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.
Refer to Note 23 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details about the repayment.
Refer to Note 22 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details about the repayment (repurchase).
Our failure to repurchase the Notes at a time when the repurchase is required by the indenture or to pay cash upon conversion of such Notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing any future indebtedness.
Our failure to repurchase the Notes at a time when the repurchase is required by the indenture governing the Notes would constitute a default under the indenture governing the Notes. A default under the indenture governing the Notes, or the fundamental change itself, could also lead to a default under agreements governing any future indebtedness.
To alleviate the financial, operational, and reputational impact of these attacks, it may be preferable to make extortion payments, but we may be unwilling or unable to do so, including, for example, if applicable laws or regulations prohibit such payments.
In particular, severe ransomware attacks are becoming increasingly prevalent. To alleviate the financial, operational, and reputational impact of these attacks, it may be preferable to make extortion payments, but we may be unwilling or unable to do so, including, for example, if applicable laws or regulations prohibit such payments.
While we continue to look for ways to offset these upward pressures on expenses, including by reducing costs elsewhere, we may not be successful. Our expenses may grow faster than our revenue, and our expenses may be greater than we anticipate. Any of this could negatively affect our business performance. Our management team has limited experience managing a public company.
While we continue to look for ways to offset these upward pressures on expenses, including by reducing costs elsewhere, we may not be successful. Our expenses may grow faster than our revenue, and our expenses may be greater than we anticipate. Any of this could negatively affect our business performance.
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.
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.
This reduction in workforce plan is intended to position us to be more agile, sustainable, and profitable. 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.
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.
Many of the members of our management team have limited experience managing a publicly-traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. We are subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors.
Further, many members of our management team have limited experience managing a publicly traded company and navigating the complex regulatory environment for public companies. We are subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors.
As of December 31, 2023, we had accumulated $358.3 million and $13.3 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, 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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk assessment process evaluates our maturity across key areas of cybersecurity, and incorporates industry standard framework considerations, including the National Institute of Standards and Technology. The cybersecurity management program includes evaluation of our technical, administrative, and end-point security, including encryption, firewalls, security scans and anti-virus systems and logical security controls.
Biggest changeManaging Material Risks and Integrated Overall Risk Management We have implemented a risk-based approach to identify and assess the cybersecurity threats that could affect our business and information systems. Our cybersecurity risk assessment process evaluates our maturity across key areas of cybersecurity, and incorporates industry standard framework considerations, including the National Institute of Standards and Technology.
We continue to promote a company-wide culture of cybersecurity risk management awareness and cybersecurity considerations are integrated in our decision-making processes. We have an experienced IT team led by our Vice President of IT, who has more than 20 years of industry experience.
We continue to promote a company-wide culture of cybersecurity risk management awareness, and cybersecurity considerations are integrated in our decision-making processes. We have an experienced IT team led by our Senior Vice President of IT and Cybersecurity, who has more than 20 years of industry experience.
For additional information regarding whether 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, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K.
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, “Risk Factors,” within this Annual Report on Form 10-K.
Our Vice President of IT reports directly to the executive team and works closely with our management team, and where necessary, engages external experts to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs. Our Vice President of IT provides regular updates on cybersecurity to the audit committee of our board of directors.
Our Senior Vice President of IT and Cybersecurity reports directly to the executive team and works closely with our management team, and where necessary, engages external experts to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.
Risks from Cybersecurity Threats We have not encountered risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected, or are reasonably likely to materially affect, us, including our business strategy, results of operations or financial condition. From time to time, we experience cybersecurity events that require investigation.
Our collaboration with these third parties includes biennial cybersecurity maturity assessments and consultation on security enhancements. Risks from Cybersecurity Threats We have not encountered risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected, or are reasonably likely to materially affect, us, including our business strategy, results of operations, or financial condition.
Engagement of Third Parties on Risk Management We engage with external experts, including cybersecurity consultants, to support our cybersecurity risk assessment and response program. These partnerships enable us to leverage specialized knowledge and insights. Our collaboration with these third parties includes biennial cybersecurity maturity assessments and consultation on security enhancements.
Our Senior Vice President of IT and Cybersecurity provides regular updates on cybersecurity to the audit committee of our board of directors. Engagement of Third Parties on Risk Management We engage with external experts, including cybersecurity consultants, to support our cybersecurity risk assessment and response program. These partnerships enable us to leverage specialized knowledge and insights.
The audit committee receives reports at least quarterly from executive management, including our Vice President of IT, on the identification and status of cybersecurity incidents, resolution, recovery and post incident management. Managing Material Risks and Integrated Overall Risk Management We have implemented a risk-based approach to identify and assess the cybersecurity threats that could affect our business and information systems.
The audit committee receives reports at least quarterly from executive management, including our Senior Vice President of IT and Cybersecurity, on the identification and status of cybersecurity incidents, resolution, recovery, and post incident management.
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The cybersecurity risk management program employs a multi-layered approach including: • Awareness and training for employees involving phishing campaigns, informational sessions at management meetings, and annual mandatory training with simulations of common cybersecurity threats; • Evaluation of our technical, administrative, and end-point security, including encryption, firewalls, security scans, and anti-virus systems and logical security controls, along with control policies and active review procedures which strengthen authentication and access protection; • Third-party risk management process and monitoring procedures for service providers, suppliers, and vendors who have access to critical systems and information; • Risk and vulnerability management encompassing both proactive and predictive defenses, which provides opportunities to assess, remediate, and validate; and • Managed detection and incident response, including advanced endpoint protection.
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From time to time, we experience cybersecurity events that require investigation.
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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.
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The damage or disruption to our or third-party systems, or unauthorized access to, or exposure of, intellectual property or personal or confidential information, could harm our operations, reputation and brand, resulting in a loss of business or revenue.
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It could also subject us to government sanctions, litigation from candidates, contractors, clients, and employees, and legal liability under its contracts, resulting in increased costs or loss of revenue. We may also incur additional expenses, including the cost of remediating incidents or improving security measures, the cost of identifying and retaining replacement vendors, increased costs of insurance, or ransomware payments.
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Cybersecurity threats continue to increase in frequency and sophistication, thereby increasing the difficulty of detecting and defending against them. Furthermore, the potential risk of security breaches and cyberattacks may increase as we introduce new service offerings.
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Any future events impacting us or our third-party vendors that damages or interrupts our or our third-party vendors’ computer, technology, and communications hardware and software systems, or exposes intellectual property or data or other confidential information, could have a material adverse effect on our operations, reputation, and financial results.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeRefer to Notes 22 and 23 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details on this space sharing agreement. 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 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.
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 Disposition.
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.
We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space will be available to accommodate any expansion of our operations if needed in the future. 46 Table of Contents
We believe that our facilities are adequate to meet our needs for the immediate future, and that suitable additional space will be available to accommodate any expansion of our operations if needed in the future.
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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

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Biggest changeThe complaint seeks declaratory and injunctive relief. The parties cross-moved for summary judgment. On November 20, 2023, the Court of Chancery heard oral arguments on our motion for summary judgment and the Claimants’ cross-motion to dismiss the Company’s complaint. The arbitrations are stayed until the Court resolves the motions on the merits. The decision of the Court is pending.
Biggest changeThe 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.
BuzzFeed, Inc. was filed against us 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.
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.
For information regarding other legal proceedings in which we are involved, refer to Note 16 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details.
For 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.
On August 15, 2023, we received (1) 5,247 individual demands for JAMS arbitration in California, all of which allege that we violated the VPPA by transmitting 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 that we violated the VPPA by transmitting personal identifying information via the use of various pixels purportedly in connection with the BuzzFeed.com website.
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.
On October 31, 2023, we received 590 individual demands for JAMS arbitration in California, all of which allege that we violated the VPPA by transmitting personally identifying information via the use of various pixels purportedly in connection with the BuzzFeed.com website.
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.
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 provisionally settled these claims on January 16, 2024.
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.
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. The matter was settled on January 4, 2024 and is now disposed.
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.
Each claimant was seeking to recover damages in the amount of $2,500 (actual dollars) for each alleged violation of the VPPA. We provisionally settled these claims on January 29, 2024.
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.
Each claimant was seeking to recover damages in the amount of $2,500 (actual dollars) for each alleged violation of the VPPA. We provisionally settled these claims on January 29, 2024.
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.
On October 28, 2022, the Court of Chancery granted the Company’s motion to permanently enjoin the Claimants’ arbitration claims. 47 Table of Contents 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.
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.
On August 4, 2023, we received 8,927 individual demands for JAMS arbitration in California, all of which allege that we violated the VPPA by transmitting personally identifying information via the Meta pixel, purportedly connected to posts on the BuzzFeed website.
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.
The complaint sought declaratory and injunctive relief. A hearing on the merits of the Delaware Action was held on July 26, 2022.
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.
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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.
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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

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Biggest changeAs of March 27, 2024, there were 247 holders of record of our Class A common stock, 19 holders of record of our Class B common stock, zero holders of record of our Class C common stock and 20 holders of record of our public warrants.
Biggest changeAs 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.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no issuer purchases of equity securities for the year ended December 31, 2023. 48 Table of Contents Recent Sales of Unregistered Securities and Use of Proceeds from Registered Securities None.
Purchases 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.
On March 27, 2024 , the closing sale price of our Class A common stock was $0.40 per share and the closing sale price of our public warrants was $0.035 per warrant. Our Class B common stock and our Class C common stock is not listed or traded on any exchange.
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.

Item 7. Management's Discussion & Analysis

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

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Biggest changeFinancing Activities 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 a $1.8 million repayment on the Revolving Credit Facility and a $0.5 million payment for withholding taxes on the vesting of certain RSUs.
Biggest changeFor 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.
Additionally, the Business Combination satisfied a liquidity condition for 2.7 million restricted stock units (“RSUs”) and we recognized approximately $16.0 million of incremental stock-based compensation expense as a cumulative catch-up adjustment based on the number of RSUs outstanding and the requisite service completed at December 3, 2021 (“Liquidity 2 RSUs”).
Additionally, the Business Combination satisfied a liquidity condition for 0.7 million restricted stock units (“RSUs”) and we recognized approximately $16.0 million of incremental stock-based compensation expense as a cumulative catch-up adjustment based on the number of RSUs outstanding and the requisite service completed at December 3, 2021 (“Liquidity 2 RSUs”).
We define Adjusted EBITDA as net (loss) income from continuing operations, excluding the impact of net (loss) income attributable to noncontrolling interests, income tax provision (benefit), 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, public company readiness costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.
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) income from continuing operations, net (loss) income, or net (loss) income 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. 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.
Effective January 1, 2023, we have 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.
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.
Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere within this Annual Report on Form 10-K.
As a result, each of our brands has a large, loyal, highly-engaged audience that is very attractive to advertisers, and through our rich first party data offering and contextual marketing solutions, we are able to help both advertisers and creators effectively and efficiently reach their target audiences.
As a result, each of our brands has a large, loyal, highly-engaged audience that is attractive to advertisers, and through our rich first party data offering and contextual marketing solutions, we are able to help both advertisers and creators effectively and efficiently reach their target audiences.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements of BuzzFeed and related notes thereto included elsewhere in this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements of BuzzFeed and related notes thereto included elsewhere within this Annual Report on Form 10-K.
In addition, u ncertainty 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 “Risk Factors” included elsewhere within this Annual Report on Form 10-K for additional details.
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 twelve months beyond the issuance date.
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.
These macroeconomic factors have adversely impacted our advertising and content revenue in 2023 and we expect these factors will continue to adversely affect our revenue in 2024.
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.
We may, at our election, force conversion of the Notes after December 3, 2024 (i.e., after the third anniversary of the issuance of the Notes), subject to a holder’s prior right to convert and the satisfaction of certain other conditions, if the volume-weighted average trading price of our Class A common stock is greater than or equal to 130% of the conversion price for more than 20 trading days during a period of 30 consecutive trading days, which has yet to occur.
We may, at our election, force conversion of the Notes after December 3, 2024 (i.e., after the third anniversary of the issuance of the Notes), subject to a holder’s prior right to convert and the satisfaction of certain other conditions, if the volume-weighted average trading price of our Class A common stock is greater than or equal to 130% of the conversion price (currently $50.00) for more than 20 trading days during a period of 30 consecutive trading days, which has yet to occur.
CM Partners, LLC, together with Complex Media, Inc., is referred to herein as “Complex Networks.” Following the closing of the Business Combination, 890 was renamed “BuzzFeed, Inc.” Additionally, pursuant to subscription agreements entered into in connection with the merger agreement pursuant to which the Business Combination was consummated, we issued, and certain investors purchased, $150.0 million aggregate 50 Table of Contents principal amount of unsecured convertible notes due 2026 (the “Notes”) concurrently with the closing of the Business Combination.
CM Partners, LLC, together with Complex Media, Inc., is referred to herein as “Complex Networks.” Following the closing of the Business Combination, 890 was renamed “BuzzFeed, Inc.” Additionally, pursuant to subscription agreements entered into in connection with the merger agreement pursuant to which the Business Combination was consummated, we issued, and certain investors purchased, $150.0 million aggregate principal amount of unsecured convertible notes due 2026 (the “Notes”) concurrently with the closing of the Business Combination.
(2) Reflects aggregate non-cash impairment expenses recorded during the year ended December 31, 2022 associated with goodwill impairment of $64.3 million and $2.2 million related to certain long-lived assets of our former corporate headquarters which was fully subleased during the third quarter of 2022.
(2) Reflects aggregate non-cash impairment expenses recorded during the year ended December 31, 2022 associated with goodwill impairment of $48.3 million and $2.2 million related to certain long-lived assets of our former corporate headquarters which was fully subleased during the third quarter of 2022.
Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we have minimal advertising capabilities that contribute to our advertising revenue, including Instagram, TikTok, Facebook, Snapchat, and Twitter.
Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we have minimal advertising capabilities that contribute to our advertising revenue, including Instagram, TikTok, Facebook, Snapchat, and X (formerly Twitter).
As of December 31, 2023, 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, 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.
Additionally, Time Spent presented above excludes time spent on Complex Networks, as Complex Networks is presented as a discontinued operation herein (refer to Note 22 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details).
Additionally, Time Spent presented above excludes time spent on Complex Networks, as Complex Networks is presented as a discontinued operation herein (refer to Note 21 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details).
In addition, a failure to comply with the provisions of the indenture governing our Notes could trigger an event of default under the indenture, which would allow the holders of Notes to accelerate the maturity of the Notes and require us to repay the Notes prior to their maturity.
In addition, a failure to comply with the other provisions of the indenture governing our Notes could also trigger an event of default under the indenture governing the Notes, which would also allow the holders of the Notes to accelerate the maturity of the Notes and require us to repay the Notes prior to their maturity.
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 5 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details. 54 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. 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.
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.
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.
Affiliate marketplace revenue is recognized when a successful sale is made and the commission is earned. Cost of revenue: 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.
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.
(3) Represents the net branded content revenue (dollars in millions) generated by branded content customers (as defined in footnote (2) above) during the trailing 12 months at the close of the current reporting period divided by the number of 53 Table of Contents branded content advertisers during that period, and is pro forma for acquisitions and dispositions.
(3) Represents the net branded content revenue (dollars in millions) generated by branded content customers (as defined in footnote (2) above) during the trailing 12 months at the close of the current reporting period divided by the number of branded content advertisers during that period, and is pro forma for acquisitions and dispositions.
A business classified as held for sale is recorded at the lower of 68 Table of Contents (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate.
A business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate.
Securities and Exchange Commission with at least $700.0 million of outstanding securities held by non-affiliates; and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.
Securities and Exchange Commission with at least $700.0 million of outstanding securities held by non-affiliates; and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. 69 Table of Contents
“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, 2023, 2022, and 2021.
“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.
Since our inception, we have generally incurred significant losses and used net cash flows from operations to grow our owned and operated properties and our portfolio of iconic brands.
Since our inception, we have generally incurred significant losses and used net cash flows from operations to grow our owned and operated properties and our iconic brands.
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 2023 annual impairment test, we performed a quantitative assessment as of October 1, 2023 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 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.
Impairment of Long-Lived Assets We review our property and equipment and capitalized software costs for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
Impairment of Long-Lived Assets We review our long-lived assets, including our right-of-use assets, capitalized software costs, and property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
There were a further 2.4 million restricted stock units with a liquidity condition that the Business Combination did not satisfy (“Liquidity 1 RSUs”). However, on May 12, 2022, our board of directors waived the liquidity condition associated with the Liquidity 1 RSUs, permitting the RSUs to vest (based on service).
There were a further 0.6 million restricted stock units with a liquidity condition that the Business Combination did not satisfy (“Liquidity 1 RSUs”). However, on May 12, 2022, our board of directors waived the liquidity condition associated with the Liquidity 1 RSUs, permitting the RSUs to vest (based on service).
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 21 to the consolidated financial statements included elsewhere in 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 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.
Refer to Note 21 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details. 61 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.
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.
The Company’s effective tax rate of (2.7)% 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 (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 expected dividend rate is zero based on the fact that we currently have 67 Table of Contents no history or expectation of paying cash dividends on our common stock.
The expected dividend rate is zero based on the fact that we currently have no history or expectation of paying cash dividends on our common stock.
Operating Activities For the year ended December 31, 2023, net cash provided by operating activities from continuing operations was $0.6 million compared to $0.6 million for the year ended December 31, 2022.
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.
Convertible Notes In June 2021, in connection with the entry into the merger agreement pursuant to which the Business Combination was consummated, we entered into subscription agreements with certain investors to sell $150.0 million aggregate principal amount of Notes. In connection with the closing of the Business Combination, we issued, and those investors purchased, the Notes.
Convertible Notes In June 2021, in connection with the entry into the merger agreement pursuant to which the Business Combination was consummated, we entered into subscription agreements with certain investors to sell $150.0 million aggregate principal amount of Notes.
The Notes are convertible into shares of our Class A common stock at an initial conversion price of $12.50 and bear interest at a rate of 8.50% per annum, payable semi-annually. The Notes mature on December 3, 2026.
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.
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.
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.
The following table sets forth certain operating metrics for our branded content revenue for the three months ended December 31, 2023 and 2022 (on a trailing 12-month basis): December 31, 2023 2022 Net branded content advertiser revenue retention (1) 56 % 70 % Branded content advertisers (2) >60 >65 Net average branded content advertiser revenue (3) $ 0.8 $ 1.0 _________________________________ (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.
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.
Investing Activities 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 $0.2 million in proceeds from the sale of an asset. 65 Table of Contents For the year ended December 31, 2022, cash used in investing activities was $17.3 million, which principally consisted of $12.4 million of capital expenditures on internal-use software and $5.4 million of other capital expenditures, partially offset by a $0.5 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 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.
Time Spent on Complex Networks, as reported by Comscore, historically included Time Spent on First We Feast, as First We Feast was historically under the Complex Networks’ measurement portfolio of Comscore. At this time, Time Spent on First We Feast cannot be reasonably bifurcated from Time Spent on Complex Networks.
Time Spent on Complex Networks, as reported by Comscore, historically included Time Spent on First We Feast, as First We Feast was historically under the Complex Networks’ measurement portfolio of Comscore. It was previously determined that Time Spent on First We Feast cannot be reasonably bifurcated from Time Spent on Complex Networks.
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 11 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details).
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.
In 2023, our audiences consumed more than 300 million hours of content and drove over $ 500 million in attributable transactions. Our strength has always been to adapt our business model to the evolution of the digital landscape.
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.
As a result of the 2022 restructuring actions, the Company incurred approximately $10.2 million of aggregate restructuring costs for the year ended December 31, 2022, comprised mainly of severance and related benefit costs.
The Company incurred approximately $4.9 million of restructuring costs related to these actions. 52 Table of Contents As a result of the 2022 restructuring actions, the Company incurred approximately $10.2 million of aggregate restructuring costs for the year ended December 31, 2022, comprised mainly of severance and related benefit costs.
Web hosting and advertising serving platform costs are also included in cost of revenue. Sales and marketing : Consists primarily of compensation-related expenses for sales employees. In addition, sales and marketing expenses include advertising costs and market research. General and administrative : Consists of compensation-related expenses for corporate employees.
Production costs paid to third parties and web hosting and advertising serving platform costs are also included in cost of revenue, excluding depreciation and amortization. Sales and marketing : Consists primarily of compensation-related expenses for sales employees. In addition, sales and marketing expenses include advertising costs and market research. General and administrative : Consists of compensation-related expenses for corporate employees.
Cash flows provided by (used in) operating, investing and financing activities from continuing operations were as follows for the periods presented: Year Ended December 31, (In thousands) 2023 2022 2021 Cash provided by (used in) operating activities from continuing operations 589 597 (22,043) Cash used in investing activities from continuing operations (14,723) (17,285) (208,028) Cash provided by financing activities 812 3,176 181,823 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) 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.
The Shelf Registration Statement was declared effective as of April 5, 2023. On June 20, 2023, we entered into an At-The-Market Offering agreement with Craig-Hallum Capital Group LLC pursuant to which we may, from time to time, sell up to 13,266,011 shares of our Class A common stock.
The Shelf Registration Statement was declared effective as of April 5, 2023. On June 20, 2023, we entered into an At-The-Market Offering agreement with Craig-Hallum Capital Group LLC pursuant to which we were able to sell up to 3,316,503 shares of our Class A common stock.
During the year ended December 31, 2023, we determined the fair value of the derivative liability was immaterial; refer to Note 5 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details.
During the year ended December 31, 2023, we determined the fair value of the derivative liability was immaterial; refer to Note 4 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details. We repurchased approximately $120.0 million of the Notes in 2024.
For the year ended December 31, 2022, the Company recorded an income tax expense of $2.7 million related to federal, state, and foreign taxes.
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.
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 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.
Additionally, includes revenue from feature films and content licensing. 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, 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.
As described in Note 9 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K, each holder of a Note has the right under the indenture governing the Notes to require us to repurchase, for cash, all or a portion of the Notes held by such holder (i) at any time on or after December 3, 2024, at a repurchase price equal to the principal amount plus accrued and unpaid interest, or (ii) upon the occurrence of a fundamental change (as defined in the indenture) before the maturity date (i.e., December 3, 2026), at a repurchase price equal to 101% of the principal amount plus accrued and unpaid interest.
As described in Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K, each holder of a Note has the right under the indenture governing the Notes to require us to repurchase, for cash, all or a portion of the Notes held by such holder (i) at any time on or after March 31, 2025 (or, upon payment of a cash fee of $1.2 million to the holders of the Notes, May 31, 2025), at a repurchase price equal to the principal amount plus accrued and unpaid interest, due within five business days of receipt of the holder’s notice requiring repurchase, or (ii) upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) before the maturity date (i.e., December 3, 2026), at a repurchase price equal to 101% of the principal amount plus accrued and unpaid interest.
The Company’s effective tax rate of (2.0)% 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; impairment of non-deductible goodwill for which no tax benefit was provided; and an income tax provision for foreign taxes.
The Company’s effective tax rate of (2.0)% differs from the statutory rate of 21% primarily related to a research and development tax credit and 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.
We concluded the assets of the Complex Networks business, excluding the First We Feast brand, met the criteria for classification as held for sale as of December 31, 2023. Additionally, we concluded the ultimate disposal will represent a strategic shift that will have a major effect on our operations.
We concluded the assets of the Complex Networks business, excluding the First We Feast brand, met the criteria for classification as held for sale as of December 31, 2023. Additionally, we concluded the ultimate disposal, which took place on February 21, 2024, represented a strategic shift that had a major effect on our operations.
Income tax provision (benefit): Year Ended December 31, 2022 to 2023 % Change (In thousands) 2023 2022 Income tax provision 1,602 2,703 (41) % As a percentage of revenue 1 % 1 % 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.
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.
Restructuring On February 21, 2024, we announced plans to reduce expenses by implementing an approximately 16% reduction in our then-current workforce (after the sale of certain assets relating to the business of Complex Networks). Refer to Note 23 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details on this restructuring.
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).
Additionally, in June 2022, as part of a strategic repositioning of BuzzFeed News, the Company entered into a voluntary buyout proposal covering certain desks which was negotiated as part of collective bargaining between the Company and the BuzzFeed News Union. The Company incurred approximately $4.9 million of restructuring costs related to these actions.
Additionally, in June 2022, as part of a strategic repositioning of BuzzFeed News, the Company entered into a voluntary buyout proposal covering certain desks which was negotiated as part of collective bargaining between the Company and the BuzzFeed News Union.
As such, in order to have a more comparable measure of Time Spent, we have excluded Time Spent on First We Feast from our measure of Time Spent presented above, and we will exclude Time Spent on First We Feast in the future. Content Performance Metrics We use certain metrics to assess the operational and financial performance of our business.
As such, we have excluded Time Spent on First We Feast from our measure of Time Spent disclosed above. Content Performance Metrics We use certain metrics to assess the operational and financial performance of our business.
Consequently, we believe advertising and content budgets have been, and may continue to be, affected by macroeconomic factors, such as market uncertainty and elevated interest rates, which has led to reduced spending from advertising and content customers.
Additionally, economic downturns and recessionary fears may also negatively impact our ability to capture advertising dollars. Consequently, we believe advertising and content budgets have been, and may continue to be, affected by macroeconomic factors, such as market uncertainty and elevated interest rates, which has led to reduced spending from advertising and content customers.
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, 2023 2022 2021 Revenue 100 % 100 % 100 % Costs and Expenses Cost of revenue, excluding depreciation and amortization 56 % 57 % 52 % Sales and marketing 15 % 14 % 14 % General and administrative 31 % 33 % 28 % Research and development 4 % 8 % 6 % Depreciation and amortization 9 % 7 % 6 % Impairment expense — % 19 % — % Total costs and expenses 115 % 138 % 106 % Loss from continuing operations (15) % (38) % (6) % Other expense, net (1) % (1) % (1) % Interest expense, net (6) % (5) % (1) % Change in fair value of warrant liabilities — % 1 % 1 % Change in fair value of derivative liability — % 1 % 7 % (Loss) income from continuing operations before income taxes (22) % (42) % — % Income tax provision (benefit) 1 % 1 % (1) % Net (loss) income from continuing operations (23) % (43) % 1 % Net (loss) income from discontinued operations, net of tax (11) % (18) % 6 % Net (loss) income (34) % (61) % 7 % Less: net income attributable to the redeemable noncontrolling interest — % — % — % Less: net (loss) income attributable to the noncontrolling interests — % — % — % Net (loss) income attributable to BuzzFeed, Inc.
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, 2024 2023 2022 Revenue 100 % 100 % 100 % Costs and Expenses Cost of revenue, excluding depreciation and amortization 55 % 56 % 57 % Sales and marketing 10 % 16 % 14 % General and administrative 31 % 34 % 34 % Research and development 6 % 5 % 8 % Depreciation and amortization 10 % 9 % 7 % Impairment expense — % — % 16 % Total costs and expenses 112 % 120 % 136 % Loss from continuing operations (12) % (20) % (36) % Other expense, net (1) % (1) % (1) % Interest expense, net (4) % (3) % (2) % Change in fair value of warrant liabilities (1) % — % 1 % Change in fair value of derivative liability — % — % 1 % Loss from continuing operations before income taxes (18) % (24) % (37) % Income tax provision — % 1 % 1 % Net loss from continuing operations (18) % (25) % (38) % Net income (loss) from discontinued operations, net of tax 13 % (15) % (26) % Net loss (5) % (40) % (64) % Less: net income attributable to the redeemable noncontrolling interest — % — % — % Less: net income (loss) attributable to the noncontrolling interests — % — % — % Net loss attributable to BuzzFeed, Inc.
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) or implement incremental cost savings.
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.
(34) % (61) % 7 % _____________________________ (1) Percentages have been rounded for presentation purposes and may differ from non-rounded results.
(5) % (40) % (64) % _____________________________ (1) Percentages have been rounded for presentation purposes and may differ from non-rounded results.
We expect interest expense, net to decrease in 2024 due to less debt outstanding as a result the repayments we made in connection with the Disposition. 59 Table of Contents Change in fair value of warrant liabilities: Year Ended December 31, 2022 to 2023 % Change (In thousands) 2023 2022 Change in fair value of warrant liabilities (11) 4,543 (100) % As a percentage of revenue — % 1 % We recorded a loss related to the change in fair value of warrant liabilities of $nil for the year ended December 31, 2023, compared to a gain of $4.5 million for the year ended December 31, 2022.
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.
Costs to sell included incremental, direct costs incurred to transact the sale. Refer to Notes 22 and 23 included elsewhere in this Annual Report on Form 10-K for additional details. 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.
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.
Time Spent on Complex Networks, as reported by Comscore, was approximately 76 million, 126 million, and 15 million hours for the years ended December 31, 2023, 2022, and 2021, respectively.
Time Spent on Complex Networks, as reported by Comscore, was approximately 10.0 million hours through the date of the Complex Disposition, February 21, 2024, and 76 million and 126 million hours for the years ended December 31, 2023 and 2022, respectively.
Interest expense, net: Year Ended December 31, 2022 to 2023 % Change (In thousands) 2023 2022 Interest expense, net (16,085) (15,591) 3 % As a percentage of revenue (6) % (5) % Interest expense, net increased by $0.5 million, or 3%, for the year ended December 31, 2023, primarily driven by increased interest rates year-over-year.
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.
The change was primarily driven by: a $9.7 million improvement in net loss, adjusted for non-cash items; a $16.8 million increase in the change in accounts receivable; a $7.7 million increase in the change in accounts payable; and a $2.3 million increase in the change in prepaid expenses and other current assets and prepaid expenses and other assets.
These were partially offset by a $13.1 million increase in the change in accounts receivable, a $8.0 million increase in the change in accounts payable, a $7.2 million improvement in net loss, adjusted for non-cash items, and a $1.1 million increase in the change in prepaid expenses and other current assets.
Founded by Jonah Peretti in 2006, BuzzFeed started as a lab in New York City’s Chinatown, experimenting with how the Internet could change how content is consumed, distributed, interacted with, and shared. This pioneering work was followed by a period of significant growth, during which BuzzFeed became a household name.
Founded by Jonah Peretti in 2006, BuzzFeed started as a lab in New York City’s Chinatown, experimenting with how the Internet could change how content is consumed, distributed, interacted with, and shared.
Our strong audience signal and powerful content flywheel have enabled us to build category-leading brands, a deep, two-way connection with our audiences, and an engine for high-quality content at massive scale and low cost.
BuzzFeed curates the Internet, and acts as an “inspiration engine,” driving both online and real-world action and transactions. Our strong audience signal and powerful content flywheel have enabled us to build category-leading brands, a deep, two-way connection with our audiences, and an engine for high-quality content at scale and low cost.
Our estimates are based on historical experience and other assumptions that we believe are reasonable under the circumstances. To the extent that there are material differences between these estimates and actual results, our financial condition or operating results would be affected.
To the extent that there are material differences between these estimates and actual results, our financial condition or operating results would be affected.
In connection with the Disposition, on February 21, 2024, the Company terminated the Revolving Credit Facility, except for the $15.5 million in letters of credit outstanding, which were cash collateralized in the amount of $17.1 million. Refer to Note 23 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for further details on the termination.
On February 21, 2024, in connection with the Complex Disposition as discussed within Note 21 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K, we terminated the Revolving Credit Facility, except for the $15.5 million in letters of credit then-outstanding.
As described in in Note 22 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K, we repaid approximately $30.9 million of the Notes on March 7, 2024, leaving approximately $119.1 million aggregate principal of Notes outstanding as of March 7, 2024.
As described in Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K, we repurchased approximately $30.9 million of the Notes in March 2024 and $0.3 million in June 2024.
Assets Held for Sale and Discontinued Operations A business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value, and when certain other criteria are met.
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. 68 Table of Contents Assets Held for Sale and Discontinued Operations A business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value, and when certain other criteria are met.
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, and other miscellaneous income and expenses. Interest expense, net: Consists of interest expense incurred on our borrowings, net of interest income on interest bearing checking accounts.
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.
As of December 31, 2023, we determined that the assets of Complex Networks (as defined below), excluding the First We Feast brand, met the criteria for classification as held for sale. Additionally, we concluded the ultimate disposal will represent a strategic shift that will have a major effect on our operations and financial results.
Additionally, we concluded the assets of the First We Feast brand met the criteria for classification as held for sale as of December 1, 2024, and that the ultimate disposal, which took place on December 11, 2024, represents a strategic shift that will have a major effect on our operations.
Change in fair value of derivative liability: Year Ended December 31, 2022 to 2023 % Change (In thousands) 2023 2022 Change in fair value of derivative liability 180 4,695 (96) % As a percentage of revenue — % 1 % We recorded a gain related to the change in fair value of the derivative liability of $0.2 million for the year ended December 31, 2023 compared to a gain of $4.7 million for the year ended December 31, 2022.
Change in fair value of derivative liability: Year Ended December 31, 2023 to 2024 % Change (In thousands) 2024 2023 Change in fair value of derivative liability $ — $ 180 (100) % As a percentage of revenue — % — % We recorded a gain of $0.2 million on the change in fair value of derivative liability for the year ended December 31, 2023, with no comparable gain in the current year period.
On March 7, 2024, we repaid approximately $30.9 million to holders of the Notes, leaving approximately $119.1 million aggregate principal amount of Notes outstanding as of March 7, 2024. Income tax provision (benefit): Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions.
Additionally, we repurchased $0.3 million of the Notes on February 25, 2025, leaving approximately $29.7 million aggregate principal amount of Notes outstanding as of March 14, 2025. Income tax provision: Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions.
During the year ended December 31, 2023, we incurred a net loss of $89.3 million (and a net loss of $60.3 million from continuing operations) and used net cash flows from operations of $6.1 million (and net cash provided by continuing operations was $0.6 million).
During the year ended December 31, 2024, we incurred a net loss of $9.9 million (and a net loss of $34.0 million from continuing operations) and used net cash flows from operations of $20.7 million (additionally, net cash used by continuing operations was $5.7 million).
We derive a portion of our revenue from sales of advertising programmatically through third-party platforms and intermediaries. 66 Table of Contents 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.
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.
The increases were partially offset by: a $14.1 million decrease in the change in deferred revenue; a $12.4 million decrease in the change in accrued compensation; and a $9.8 million decrease in the change in accrued expenses, other current liabilities, and other liabilities.
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.
In April 2023, we announced plans to reduce expenses by implementing an approximately 15% reduction in our then-current workforce. The reduction in workforce plan was part of a broader strategic re-prioritization across the Company in order to improve upon profitability and cash flow.
The reduction in workforce plan was part of a broader strategic re-prioritization across the Company in order to improve upon profitability and cash flow.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+2 added−3 removed2 unchanged
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.
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.
The carrying value of our investment was $0.8 million and $3.6 million at December 31, 2023 and 2022, respectively. Refer to Note 5 to the consolidated financial statements included elsewhere in 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, 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
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.
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.
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, 2023 and 2022.
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.
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, and Canadian dollar.
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.
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.
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.
Removed
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.
Added
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.
Removed
Interest Rate Fluctuation Risk Our exposure to interest rates relates primarily to the variable interest component on the Revolving Credit Facility, as well as interest earned and market value on money market funds included in our cash and cash equivalents.
Added
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.
Removed
In February 2024, we terminated the Revolving Credit Facility; refer to Note 23 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details. Equity Investment Risk We hold an investment in equity securities of a privately-held company without a readily determinable fair value.

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