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BZFD US Equity

BuzzFeed, Inc.Communication Services · Communications Services, NEC · CIK 1828972 · FY ends Dec 31
$1.11
+0.01 (+0.91%)
USD · as of 2026-08-21 · marketstack

BZFD · 10-K · period ended 2025-12-31

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filed 2026-03-16 · EDGAR original ↗

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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. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. 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. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Company Overview

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

BuzzFeed’s mission is to spread truth, joy, and creativity on the Internet. We are committed to making the Internet better: providing trusted, high-quality, brand-safe entertainment and news; making content on the Internet more inclusive, empathetic and creative; and inspiring our audience to live better lives.

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. 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. In 2025, our audiences consumed more than 276 million hours of content, and drove over $450 million in attributable transactions for our commerce partners.

Our strength has always been to adapt our business model to the evolution of the digital landscape. 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 data-driven approach to content creation and our cross-platform distribution network have enabled us to monetize our content by delivering a comprehensive suite of digital advertising products and services and introducing new, complementary revenue streams.

We disposed of Complex Networks, excluding the First We Feast brand, on February 21, 2024 (i.e., the “Complex Disposition”). Additionally, we disposed of First We Feast on December 11, 2024 (i.e., the “First We Feast Disposition”). The financial results of Complex Networks and First We Feast are presented as discontinued operations in the consolidated statements of operations for the years ended December 31, 2024 and 2023. Refer to Note 18 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

The Business Combination

On December 3, 2021, we consummated a business combination (the “Business Combination”) with 890 5th Avenue Partners, Inc. (“890”), certain wholly-owned subsidiaries of 890, and BuzzFeed, Inc., a Delaware corporation (“Legacy BuzzFeed”). In connection with the Business Combination, we acquired 100% of the membership interests of CM Partners, LLC. 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. We repurchased approximately $120.0 million of the Notes in 2024, and the remaining $30.0 million of Notes in 2025, resulting in the full redemption of the Notes. Refer to Note 8 consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

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Restructuring

In August 2025, we implemented plans to reduce our then-current workforce by approximately 6%. The reduction in workforce plan was intended to reduce operating expenses by further aligning our cost structure to focus on areas we believe are more likely to generate the best long-term results. We incurred approximately $1.6 million of restructuring costs in connection with these actions.

In February 2025, we implemented plans to reduce expenses by implementing an approximately 5% reduction in our then-current workforce. The reduction in workforce was intended to streamline the news operations for HuffPost. We incurred approximately $1.9 million of restructuring costs due to these actions.

As a result of the 2025 restructuring actions, we incurred approximately $3.5 million of aggregate restructuring costs for the year ended December 31, 2025, comprised mainly of severance and related benefit costs, of which $2.9 million were included in cost of revenue, excluding depreciation and amortization, $0.4 million were included in sales and marketing, and $0.2 million were included in general and administrative.

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

Additionally, in accordance with the Asset Purchase Agreement (the “Complex Sale Agreement”), dated as of February 21, 2024 between a wholly-owned subsidiary of the Company and Commerce Media Holdings, LLC., pursuant to which the Complex Disposition was consummated, Commerce Media reimbursed us for approximately $1.8 million in payments related to “Non-Transferring Employees” (as defined in the Complex Sale Agreement), including severance. The amount of these severance and related charges are not included within the restructuring charges noted above. We treated the reimbursement as an expense reimbursement.

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

Effects of Current Economic Conditions

Macroeconomic conditions have a direct impact on overall advertising and marketing expenditures in the United States (the “U.S.”). As advertising and marketing budgets are often discretionary in nature, they can be easier to reduce in the short-term as compared to other corporate expenses. Additionally, economic downturns and recessionary fears may also negatively impact our ability to capture advertising dollars. Consequently, we believe advertising and content budgets have been, and may continue to be, affected by macroeconomic factors, such as market uncertainty and elevated interest rates, which has led to reduced spending from advertising and content customers. These macroeconomic factors have adversely impacted our advertising and content revenue in 2023, 2024, and 2025, and we expect these factors will continue to adversely affect our revenue in 2026. In addition, uncertainty surrounding macroeconomic factors in the U.S. and globally characterized by inflationary pressure, elevated interest rates, geopolitical issues, or other factors may result in a recession, which could have a material adverse effect on our business. Refer to Part I, Item 1A. “Risk Factors,” included elsewhere within this Annual Report on Form 10-K for additional details.

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Executive Overview

The following table sets forth our operational highlights for the periods presented (in thousands):

For the Year Ended December 31,

GAAP

Non-GAAP

Non-Financial

_____________________________

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

(2)We define Time Spent as the estimated total number of hours spent by users on our owned and operated U.S. properties, our content on Apple News, and our content on YouTube in the U.S., in each case, as reported by Comscore. Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we have minimal advertising capabilities that contribute to our advertising revenue, including Instagram, TikTok, Facebook, Snapchat, and X (formerly Twitter). There are inherent challenges in measuring the total actual number of hours spent with our content across all platforms; however, we consider the data reported by Comscore to represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities. We use Time Spent to evaluate the level of engagement of our audience. Trends in Time Spent affect our revenue and financial results by influencing the number of ads we are able to show. However, increases or decreases in Time Spent may not directly correspond to increases or decreases in our revenue. For example, the number of programmatic impressions served by third-party platforms can vary based on the advertising revenue optimization strategies of these platforms and, as a result, an increase or decrease in Time Spent does not necessarily correlate with a corresponding increase or decrease in the number of programmatic impressions served, but Time Spent can be a key indicator for our programmatic advertising revenue when the third-party platforms optimize revenue over programmatic impressions. Our definition of Time Spent is not based on any standardized industry methodology and is not necessarily defined in the same manner, or comparable to, similarly titled measures presented by other companies. Time Spent for the year ended December 31, 2025 decreased by 7%, consistent with broader industry trends, amongst our competitive set, according to Comscore.

Content Performance Metrics

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

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The following table sets forth certain operating metrics for our branded content revenue for the three months ended December 31, 2025 and 2024 (on a trailing 12-month basis):

December 31,

Net branded content advertiser revenue retention(1) 48 % 41 %

Branded content advertisers(2) >20 >20

Net average branded content advertiser revenue(3) $ 0.6 $ 0.7

_________________________________

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

(2)Represents the actual number of branded content advertisers, excluding branded content advertisers that spent less than $250,000 (actual dollars) during the trailing 12 months at the close of the current reporting period, and is pro forma for acquisitions and dispositions. This does not mean an included advertiser spent $250,000 (actual dollars) in any given quarter.

(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. 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. The majority of our advertising revenue is monetized on a per-impression basis; however, we also generate revenue from advertising products that are not monetized on a per-impression basis (for example, page takeovers that are monetized on a per-day basis). Advertising revenue is recognized in the period that the related impression or non-impression based metric is delivered. Programmatic impressions on third-party platforms, such as YouTube, are controlled by the individual platforms, and the respective advertising revenue optimization strategies of these platforms have an impact on the number of programmatic impressions that these platforms serve. These optimization strategies change from time to time and have varying impacts on the numbers of programmatic impressions served. Additionally, there is a component of our advertising revenue derived from sources where we are unable to obtain impression data. We generate an immaterial portion of our advertising revenue on platforms excluded from our measurement of Time Spent.

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

•Commerce and other: Includes affiliate marketplace revenue and licensing of intellectual property. We participate in multiple marketplace arrangements with third parties, whereby we provide affiliate links which redirect the audience to purchase products and / or services from the third parties. When the participant purchases a product and / or service, we receive a commission fee for that sale from the third party. 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

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third-party websites and platforms to fulfill customers’ advertising campaigns. 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. Also, it consists of expenses for facilities, professional services fees, insurance costs, and other general overhead costs.

Research and development: Consists primarily of compensation-related expenses incurred for the development of, enhancements to, and maintenance of our website, technology platforms, data collection, and infrastructure. Research and development expenses that do not meet the criteria for capitalization are expensed as incurred.

Depreciation and amortization: Represents depreciation of property and equipment and amortization of intangible assets and capitalized software costs.

Impairment expense: Represents a non-cash goodwill impairment charge. Refer to Note 7 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

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

Interest expense, net: Consists of interest expense incurred on our borrowings, net of interest income on interest bearing checking accounts.

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.

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

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Results of Operations:

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

For the Year Ended December 31,

Costs and Expenses

Impairment expense 30,199 — —

Change in fair value of warrant liabilities 1,529 (1,372) (11)

Change in fair value of derivative liability — — 180

Loss from continuing operations before income taxes (56,948) (33,294) (54,110)

Net income (loss) from discontinued operations, net of tax — 24,028 (33,610)

Costs and expenses include stock-based compensation expense as follows (in thousands):

Year Ended December 31,

Cost of revenue, excluding depreciation and amortization $ 1,332 $ 1,298 $ 752

_________________________________

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

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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,

Costs and Expenses

Cost of revenue, excluding depreciation and amortization 59 % 55 % 56 %

Sales and marketing 9 % 10 % 16 %

General and administrative 27 % 31 % 34 %

Research and development 6 % 6 % 5 %

Depreciation and amortization 9 % 10 % 9 %

Impairment expense 16 % — % — %

Loss from continuing operations (26) % (12) % (20) %

Other expense, net (3) % (1) % (1) %

Interest expense, net (3) % (4) % (3) %

Change in fair value of warrant liabilities 1 % (1) % — %

Change in fair value of derivative liability — % — % — %

Loss from continuing operations before income taxes (31) % (18) % (24) %

Income tax provision — % — % 1 %

Net loss from continuing operations (31) % (18) % (25) %

Net income (loss) from discontinued operations, net of tax — % 13 % (15) %

Net loss (31) % (5) % (40) %

Less: net income (loss) attributable to the noncontrolling interests — % — % — %

Net loss attributable to BuzzFeed, Inc. (31) % (5) % (40) %

_____________________________

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

For a discussion of our consolidated results of operations for the year ended December 31, 2024, including a year-to-year comparison between 2024 and 2023, refer to Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.

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Comparison of results for the years ended December 31, 2025 and 2024:

Revenue

Total revenue as follows (in thousands):

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

Content revenue increased by $3.2 million, or 9%, for the year ended December 31, 2025, driven by a $10.4 million increase in studio revenue, partially offset by a $7.2 million decline in direct sold content revenue. For the years ended December 31, 2025 and 2024, studio revenue was $16.1 million and $5.7 million, respectively, and direct sold content revenue was $21.0 million and $28.2 million, respectively. The increase in studio revenue was predominantly due to an increase in revenue from feature films due to the timing of revenue recognition with respect to delivery and release of feature films and an increase in revenue from micro-dramas, partially offset by a decline in revenue associated with other non-recurring studio projects. The decline in direct sold content revenue was driven by a decrease in net average branded content advertiser revenue, which was due in part to reduced advertiser demand. We expect direct sold content revenue to continue to decline in the short-term, as we focus on programmatic advertising and affiliate revenue products, and we expect studio revenue to continue to grow in the near-term, as we continue to expand our feature film and micro-drama slate.

Commerce and other revenue decreased by $5.1 million, or 8%, for the year ended December 31, 2025, driven by a $4.1 million decrease in affiliate commerce revenue and a $1.0 million decrease in other revenue, such as product licensing. For the years ended December 31, 2025 and 2024, affiliate commerce revenue was $55.5 million and $59.6 million, respectively, and other revenue was $1.0 million and $2.0 million, respectively. The decline in in affiliate commerce revenue reflects less supplemental bonuses from our affiliate partners relative to the year-ago period. We expect affiliate commerce revenue to decline in the short-term for these reasons.

Cost of revenue, excluding depreciation and amortization:

Cost of revenue, excluding depreciation and amortization $ 110,151 $ 105,065 5 %

As a percentage of revenue 59 % 55 %

Cost of revenue, excluding depreciation and amortization, increased by $5.1 million, or 5%, for the year ended December 31, 2025, driven by a $10.3 million increase in variable cost of revenue reflecting changes in the product mix (primarily from lower-margin studio revenue, particularly feature films) and a $1.7 million increase in restructuring

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expenses, partially offset by a $6.5 million decrease in compensation expense reflecting our previous cost savings actions and a $0.7 million decrease in content and software expenses.

Sales and marketing:

As a percentage of revenue 9 % 10 %

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

General and administrative:

As a percentage of revenue 27 % 31 %

General and administrative expenses decreased by $8.2 million, or 14%, for the year ended December 31, 2025, driven by a $2.4 million decrease from the reversal of an accrual that we determined we are no longer liable for, and is non-recurring in nature. The remaining decrease was driven by a $2.7 million decrease in compensation expense reflecting our previous cost savings actions, a $2.3 million decrease in rent expense, and a $0.5 million decrease in professional fees.

Research and development:

As a percentage of revenue 6 % 6 %

Research and development expenses decreased by $0.1 million, or 1%, for the year ended December 31, 2025.

Impairment expense:

For the year ended December 31, 2025, we recorded a non-cash goodwill impairment charge of $30.2 million. During the fourth quarter of 2025, we experienced a sustained decline in share price which we concluded was a triggering event for potential impairment and we performed a quantitative impairment assessment. Based on the results of the quantitative impairment assessment, we recorded a non-cash goodwill impairment charge of $30.2 million. There were no such non-cash impairment charges recorded in 2024. Refer to Note 7 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

Depreciation and amortization:

As a percentage of revenue 9 % 10 %

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Depreciation and amortization decreased by $3.3 million, or 17%, for the year ended December 31, 2025, primarily due to a decrease in the depreciation of certain leasehold improvements, which were fully depreciated during the current year.

Other expense, net:

Other expense, net $ (4,878) $ (1,605) NM

As a percentage of revenue (3) % (1) %

Other expense, net increased by $3.3 million for the year ended December 31, 2025, driven by a $2.1 million change in (loss) gain on disposition of assets ($0.8 million loss recorded during the current year, relative to a $1.3 million gain recorded during the prior year), a $1.6 million increase in loss on partial debt extinguishment associated with the former Notes, and a $0.7 million decrease in other income, largely reflecting less transition services’ income from the purchasers of First We Feast and Complex Networks. These were partially offset by a $0.7 million decrease in other expense (during the prior year, we incurred certain expenses upon terminating our former revolving credit facility) and a $0.3 million increase in unrealized foreign exchange gain.

NM: percentage is not meaningful.

Interest expense, net:

As a percentage of revenue (3) % (4) %

Interest expense, net decreased by $1.1 million, or 16%, for the year ended December 31, 2025 driven by less cumulative debt outstanding in 2025 relative to the year-ago period. Refer to Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

Change in fair value of warrant liabilities:

Change in fair value of warrant liabilities $ 1,529 $ (1,372) NM

As a percentage of revenue 1 % (1) %

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

NM: percentage is not meaningful.

Income tax provision:

As a percentage of revenue — % — %

For the year ended December 31, 2025, the Company recorded an income tax expense of $0.4 million related to federal, state, and foreign taxes. The Company’s effective tax rate of (0.7)% differs from the statutory rate of 21%

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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.

For the year ended December 31, 2024, the Company recorded an income tax expense of $0.7 million related to federal, state, and foreign taxes. The 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.

As of December 31, 2025, the Company continued to maintain a valuation allowance against its U.S. and certain foreign deferred tax assets as the Company could not conclude that such assets will be realized on a more-likely-than-not basis. Any decline in the valuation allowance could have a favorable impact on our income tax provision and net income in the period in which such determination is made.

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

The Complex Disposition and the First We Feast Disposition were finalized during 2024, and therefore there was no activity in the current year.

Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure and represents a key metric used by management and our board of directors to measure the operational strength and performance of our business, to establish budgets, and to develop operational goals for managing our business. We define Adjusted EBITDA as net loss from continuing operations, excluding the impact of net income (loss) attributable to noncontrolling interests, income tax provision, interest expense, net, other expense, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of derivative liability, restructuring costs, impairment expense, transaction-related costs, certain litigation costs, amortization of capitalized interest for content, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.

We believe Adjusted EBITDA provides relevant and useful information for investors because it allows investors to view performance in a manner similar to the method used by our management. However, there are limitations to the use of Adjusted EBITDA and our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. 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.

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Reconciliation from Net loss from continuing operations to Adjusted EBITDA

The following table reconciles consolidated net loss from continuing operations to Adjusted EBITDA for the periods presented:

Year Ended December 31,

Change in fair value of warrant liabilities (1,529) 1,372 11

Change in fair value of derivative liability — — (180)

Litigation costs4 — 450 —

Amortization of capitalized interest for content5 255 — —

_____________________________

(1)Refer to elsewhere above in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein for a discussion of the distinct restructuring activities during the years ended December 31, 2025, 2024, and 2023.We exclude restructuring expenses from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparisons to our past operating performance.

(2)Reflects a non-cash goodwill impairment expense recorded during the year ended December 31, 2025. Refer to Note 7 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

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

(4)Reflects costs related to litigation that are outside the ordinary course of our business. We believe it is useful to exclude such charges because we do not consider such amounts to be part of the ongoing operations of our business and because of the singular nature of the claims underlying the matter.

(5)Reflects the non-cash amortization of interest costs that were capitalized as part of capitalized film costs; this add-back aligns the treatment of capitalized interest with the exclusion of interest expense from Adjusted EBITDA.

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and cash generated from continuing operations. Our cash and cash equivalents consist of demand deposits with financial institutions and investments in money market funds.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of the date the accompanying consolidated financial statements were issued (the “issuance date”), the significance of the following adverse conditions were evaluated in accordance with U.S. GAAP.

Since our inception, we have generally incurred significant losses and used cash flows from operations to grow our owned and operated properties and iconic brands. During the year ended December 31, 2025, we incurred a net loss of

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$57.3 million and used cash flows from operations of $18.7 million. Additionally, as of December 31, 2025, we had unrestricted cash and cash equivalents of $8.5 million and an accumulated deficit of $679.6 million.

Our current restricted cash balance of $15.8 million relates to funds held in Company-owned deposit accounts that are pledged as collateral for our existing letters of credit and, upon the expiration of certain of these letters of credit, approximately $15.0 million is required to be paid to our lenders under the Credit Agreement (as defined under “Term Loan” below), which also includes a $5.0 million minimum cash covenant ($3.5 million through April 30, 2026, as discussed within Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K).

As disclosed within Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K, in May 2025, we secured a $40.0 million asset-backed Term Loan (as amended, and defined under “Term Loan” below) and used a portion of the proceeds to repay, in full, the Notes. In August 2025, we received an incremental $5.0 million under the Second Amended Credit Agreement (as defined under “Term Loan” below), which was due on February 20, 2026 (as extended through April 30, 2026, as discussed within Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K).

As further disclosed in Note 14 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K, our Class A common stock experienced a significant decline whereby the trading price remained below $1.00 per share for a sustained period and has continued to remain below $1.00 as of the issuance date. However, in order to remain in compliance with Nasdaq market listing requirements, our Class A common stock price must exceed $1.00 per share for a specified minimum period (i.e., at least 10 consecutive business days). As a result of the decline in its stock price, we received a notice of noncompliance from Nasdaq on March 2, 2026, notifying us that we had until August 31, 2026 to regain compliance. If we are not able to regain compliance and, as such, our Class A common stock is delisted from Nasdaq, we will be faced with a number of significant material adverse consequences, including limited availability of market quotations for our Class A common stock; limited news and analyst coverage; decreased ability to obtain additional financing or failure to comply with the covenants required by any indebtedness; limited liquidity for our stockholders due to thin trading; and a potential loss of confidence by investors, employees, and other third parties who do business with us.

These conditions and events raise substantial doubt about our ability to continue as a going concern.

To address our capital needs, we may explore options to restructure our outstanding debt, and we are working to optimize our consolidated balance sheet. However, we can provide no assurance that we will generate sufficient cash inflows from operations, that we will be successful in obtaining such new financing, or that we will be able to optimize our consolidated balance sheet in a manner necessary to fund our obligations as they become due over the next 12 months beyond the issuance date. Additionally, we may implement incremental cost savings actions and pursue additional sources of outside capital to supplement our funding obligations as they become due, which includes additional offerings of our Class A common stock under the at-the-market offering (refer to Note 9 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details). However, as of the issuance date, no additional sources of outside capital have been secured or were deemed probable of being secured, other than our at-the-market offering, which is subject to the conditions contained in the At-The-Market Offering agreement dated June 20, 2023 with Craig-Hallum Capital Group LLC. We can provide no assurance that we will successfully generate sufficient liquidity to fund our operations for the next 12 months beyond the issuance date, or if necessary, secure additional outside capital (including through our at-the-market offering) or implement incremental cost savings.

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

Based on our liquidity position as of December 31, 2025 and our current forecast of operating results and cash flows, in the absence of any of the above-described plans to address our capital needs, we anticipate that we will not have

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sufficient resources to fund our cash obligations for the next 12 months following the issuance date. In addition, we have concluded that the above-described plans do not alleviate substantial doubt about our ability to continue as a going concern.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

Standby Letters of Credit

During the second quarter of 2024, we entered into an agreement with a financial institution for standby letters of credit in the amount of $15.5 million, which were issued during the second quarter of 2024 in favor of certain of our landlords and remain outstanding as of December 31, 2025. Additionally, during the first quarter of 2025, we entered into an agreement with a financial institution for a standby letter of credit in the amount of approximately $2.9 million, which was issued in the first quarter of 2025 in favor of the landlord for our new corporate headquarters and remains outstanding as of December 31, 2025. Refer to Note 13 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details regarding our corporate headquarters.

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, which were governed by an indenture, dated December 3, 2021, which was amended on each of July 10, 2023, February 28, 2024, October 28, 2024, and December 10, 2024 (i.e., the “Indenture”). The Notes were convertible into shares of our Class A common stock at a conversion price of approximately $50.00 and bore interest at a rate of 8.5% per annum, payable semi-annually.

We repurchased approximately $120.0 million of the Notes in 2024, and the remaining $30.0 million of the Notes were repurchased in 2025. The Indenture has been satisfied and discharged in full, except for those provisions that expressly survive as provided in Section 3.01 of the Indenture, including without limitation, Section 7.06 of the Indenture.

Term Loan

On May 23, 2025 (the “Closing Date”), we entered into a credit agreement (the “Credit Agreement”) with a financial institution that provides for, among other things, an asset-backed term loan (i.e., the Term Loan), with a commitment amount of the greater $40.0 million and a borrowing base calculated as a percentage of the face amount of certain eligible receivables, plus an overadvance amount of up to $25.0 million from August 25, 2025 through April 30, 2026, as discussed below, $20.0 million through August 31, 2026, and thereafter $10.0 million until the second anniversary of the Closing Date, and $5.0 million thereafter. We borrowed $40.0 million on the Closing Date. The Term Loan matures on May 23, 2028, and bears interest at the rate of Secured Overnight Financing Rate (“SOFR”), plus 6.5% per annum, subject to a SOFR floor of 3.5%. We are required to repay $15.0 million of the Term Loan on August 31, 2026, upon the contractual expiration of certain of our outstanding standby letters of credit. The Term Loan is guaranteed by certain of our domestic and Canadian subsidiaries. The Term Loan’s lender has a first lien on substantially all of our assets and the Guarantors (as defined in the Credit Agreement). Pursuant to the Credit Agreement, we must maintain minimum liquidity of $5.0 million. No other financial maintenance covenants are applicable, and we were in compliance with the aforementioned covenant as of December 31, 2025.

On August 25, 2025, we entered into the Amendment No. 2 to Credit Agreement (the “Second Amended Credit Agreement,” as amended, supplemented, or otherwise modified from time to time prior to the Second Amended Credit

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Agreement, the “Credit Agreement”), which provided for an incremental loan commitment of $5.0 million, which was required to be repaid in full on February 20, 2026. We borrowed the incremental $5.0 million on August 25, 2025.

The Second Amended Credit Agreement also provides for a permitted overadvance of $25.0 million from August 25, 2025, through February 20, 2026 (the Third Amended Credit Agreement extended the $25.0 million overadvance through April 30, 2026, as discussed below).

On February 20, 2026, we entered into a consent letter with the Term Loan’s lenders and agent, thereby extending the repayment date until February 27, 2026. On February 27, 2026, we entered into a second consent letter with the Term Loan’s lenders and agents, thereby further extending the repayment date until March 6, 2026.

On March 11, 2026, we entered into Amendment No. 3 to Credit Agreement (the “Third Amended Credit Agreement,” as amended, supplemented, or otherwise modified from time to time prior to the Third Amended Credit Agreement, the “Credit Agreement”), which provided for an extension of the $5.0 million due date to April 30, 2026, and during the period from, and including March 6, 2026 to and including the date the $5.0 million is repaid, an incremental 2.0% rate of interest will apply (above the rate otherwise applicable under the Credit Agreement). Additionally, the minimum liquidity covenant of $5.0 million was reduced to $3.5 million at all times on or prior to April 30, 2026, and then it reverts back to $5.0 million at all times thereafter.

$45.0 million aggregate principal amount of indebtedness associated with the Term Loan remains outstanding as of December 31, 2025.

Girls Like Girls Film Inc. Indebtedness

On June 26, 2025, BuzzFeed Studios Canada, Inc., an indirectly held subsidiary of ours, acquired a majority stock interest in Girls Like Girls Film Inc. Upon acquisition, Girls Like Girls Film Inc. had debt of approximately $4.8 million (CAD $6.6 million), of which $4.0 million was required to be repaid with proceeds from a contract with a third party for distribution rights for a feature film, and the remaining $0.8 million was due when Girls Like Girls Film Inc. received expected production tax credits. $3.6 million was repaid in September 2025 and approximately $1.0 million was repaid in December 2025. The remaining balance was repaid in February 2026, and this debt facility is now closed. Refer to Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

Film Financing Arrangements

We, through indirectly held subsidiaries, enter into various film financing arrangements in order to cash flow feature films in various phases of production. These arrangements commonly utilize both short-term and long-term debt instruments, including both general credit facilities as well as financing secured by anticipated future cash flows, such as expected production tax credits or the value of current and prospective contractual arrangements with third parties. The lenders of these film financing arrangements often have a first priority lien in all of the aforementioned indirectly held subsidiaries’ assets until all outstanding indebtedness is repaid. Furthermore, these film financing arrangements are often funded in installments over time, and often require repayment in installments or tranches. Interest and other fees are often fixed, unless in the event of default. Some of these arrangements require funds to be remitted directly to the lenders from tax authorities or from the Company’s customers.

As interest expense associated with film financing arrangements is generally fixed, debt discount / issuance costs are capitalized and included in film costs, net within the consolidated balance sheets. These capitalized costs are amortized to cost of revenue, excluding depreciation and amortization using the individual film forecast method, under which

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amortization is recognized in proportion to the ratio of current period revenue recognized to the film’s estimated remaining ultimate revenues (i.e., the total revenue to be received over the period of 10 years following release).

As of December 31, 2025, the carrying value (which approximates the principal amount) of short-term debt and long-term debt associated with film financing arrangements totaled $11.1 million and $3.9 million, respectively. Refer to Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

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,

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 were able to sell up to 3,316,503 shares of our Class A common stock. In July 2024, we increased the size of the offering available under the At-The-Market-Offering agreement to $150.0 million. As of December 31, 2025, we had sold, in the aggregate, 1,153,345 shares of our Class A common stock, at an average price of $2.52 per share, for aggregate net proceeds of $2.8 million after deducting commissions and offering expenses. We used the aggregate net proceeds for general corporate purposes.

Operating Activities

For the year ended December 31, 2025, cash used in operating activities from continuing operations was $18.7 million compared to $5.7 million for the year ended December 31, 2024. The change was primarily driven by a $35.6 million increase in the change in accounts payable, a $7.6 million increase in the change in deferred revenue, a $3.4 million improvement in net loss, adjusted for non-cash items, and a $0.7 million increase in the change in lease liabilities. These were partially offset by a $21.4 million decrease in the change in accounts receivable, a $18.5 million decrease in the change in film costs, a $10.7 million decease in the change in accrued expenses, other current liabilities, and other liabilities, a $6.4 million decrease in the change in prepaid expenses and other current assets and prepaid expenses and other assets, and a $3.4 million decrease in the change in accrued compensation.

For the year ended December 31, 2024, cash used in operating activities from continuing operations was $5.7 million compared to $0.7 million for the year ended December 31, 2023. The change was primarily driven by a $49.6 million decrease in the change in accounts payable, a $14.8 million decrease in the change in accounts receivable, and a $0.2 million decrease in the change in prepaid expenses and other current assets and prepaid expenses and other assets. These were partially offset by a $17.8 million increase in the change in accrued compensation, a $17.1 million improvement in net loss, adjusted for non-cash items, a $15.9 million increase in accrued expenses, other current liabilities, and other liabilities, a $5.9 million increase in the change in deferred revenue, a $1.7 million increase in the change in film costs, and a $1.2 million increase in lease liabilities.

Investing Activities

For the year ended December 31, 2025, cash used in investing activities from continuing operations was $14.1 million, which principally consisted of $12.4 million of capital expenditures on internal-use software and $2.0 million of other capital expenditures, partially offset by $0.5 million in proceeds from the sale of certain assets.

For the year ended December 31, 2024, cash used in investing activities from continuing operations was $12.4 million, which principally consisted of $12.1 million of capital expenditures on internal-use software and $0.7 million of other capital expenditures, partially offset by a $0.4 million in proceeds from the sale of an asset. For the year ended December

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31, 2024, cash provided by investing activities from discontinued operations was $191.1 million, which represents the sales of Complex Networks and First We Feast (i.e., the Complex Disposition and First We Feast Disposition, respectively), and are non-recurring in nature.

For the year ended December 31, 2023, cash used in investing activities was $14.7 million, which consisted of $13.9 million of capital expenditures on internal-use software and $1.0 million of other capital expenditures, partially offset by $0.2 millionin proceeds from the sale of an asset.

Financing Activities

For the year ended December 31, 2025, cash provided by financing activities was $21.6 million, which consisted of $44.0 million in borrowings from the Term Loan, $13.6 million in borrowings from film financing arrangements, and $5.1 million in proceeds from co-financing arrangements for feature films. These were partially offset by $30.0 million in repayments of the Notes, a $3.3 million repurchase of common stock, $2.6 million in repayments of film financing facilities, $2.1 million in consent solicitation statement fee payments, $1.9 million in distributions paid to noncontrolling interests, $0.8 million in payments of debt issuance costs associated with the Term Loan, and $0.2 million in payments for withholding taxes on the vesting of certain restricted stock units (“RSUs”).

For the year ended December 31, 2024, cash used by financing activities was $154.6 million, which principally consisted of aggregate repurchases of the Notes totaling $120.0 million, a $33.8 million repayment on the revolving credit facility, a $0.9 million payment of consent solicitation fees for the Notes, a $0.5 million early termination fee associated with the termination of the revolving credit facility, and a $0.4 million payment for withholding taxes on the vesting of certain RSUs. These were partially offset by $1.0 million of net proceeds from the sale of common stock pursuant to our at-the-market offering after deducting commissions and fees.

For the year ended December 31, 2023, cash provided by financing activities was $0.8 million, which principally consisted of $2.1 million in borrowings from the revolving credit facility and $0.9 million of net proceeds from the sale of common stock pursuant to our at-the-market offering after deducting commissions and fees, partially offset by the repayment of $1.8 million on the revolving credit facility and a $0.5 million payment for withholding taxes on the vesting of certain RSUs

Contractual Obligations

Our principal commitments consist of obligations for repayment of borrowings under the Term Loan and film financing arrangements, along with obligations for office space under non-cancelable operating leases with various expiration dates through 2031 (assumes the early termination option afforded under the new lease for our new corporate headquarters is exercised; otherwise, 2036). Refer to Notes 8, 13, and 14 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding our contractual obligations.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements and related notes in accordance with GAAP. In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and other assumptions that we believe are reasonable under the circumstances. To the extent that there are material differences between these estimates and actual results, our financial condition or operating results would be affected.

We consider an accounting judgment, estimate, or assumption to be critical when (1) the estimate or judgment is complex in nature or requires a high degree of judgment, and (2) the use of different judgments, estimates, or assumptions could have a material impact on our consolidated financial statements. Our significant accounting policies are described in Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Our critical accounting policies and estimates are discussed below.

Revenue Recognition

We recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

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We generate advertising revenue from managing a customer’s Internet advertising campaigns to target markets both via our proprietary sites and premium publishers. Our performance obligations typically consist of a promised number of ads delivered or a promised number of actions related to the ads (such as impressions or views). 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. 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, micro-dramas, and content licensing. Our performance obligations consist of BuzzFeed-created content for use by our customers or the delivery of a promised number of actions related to the content (such as impressions or views). The revenue is recognized when the content, or the related action, is delivered. Variable consideration, subject to constraint, may be included in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. We update our estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis.

We participate in multiple marketplace arrangements with third parties, whereby we provide affiliate links which redirect the audience to purchase products and / or services from the third parties. When the participant purchases a product and / or service, we receive a commission fee for that sale from the third parties. The revenue is recognized when a successful sale is made and the commission is earned.

Income Taxes

We are subject to income taxes in the U.S. and multiple foreign jurisdictions. Significant judgment is required in determining our provision and evaluating our income tax positions. 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. We evaluate the realizability of deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized.

We recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The Company made a policy election to treat the income tax due on U.S. inclusion of the global intangible low taxed income (“GILTI”) provisions as a period expense when incurred.

Stock Based Compensation

Stock based awards granted are measured based on the grant-date fair value.

The fair value of stock options granted is estimated using the Black-Scholes option pricing model. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Because our common stock was not publicly traded prior to the Business Combination, we have historically estimated the expected volatility of our awards from the historical volatility of selected public companies within similar industries with comparable characteristics to us. We intend to continue to consistently apply this process using the same or similar companies to estimate the expected volatility until sufficient historical information regarding the volatility of the share price of our common stock becomes available. 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. The expected term represents the period of time the stock options are expected to be outstanding and is based on the “simplified method.” Under the “simplified method,” the expected term of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. We use the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected term of the stock options.

Goodwill

Goodwill is tested for impairment at the reporting unit level, which is an operating segment or one level below. We test goodwill for impairment annually as of October 1, or more frequently if an event occurs or if circumstances change

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that would more likely than not reduce the fair value of our reporting unit below its carrying value. We have determined we have one reporting unit for the purposes of allocating and testing goodwill.

In conducting our annual goodwill impairment assessment, we first review qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the factors indicate that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative assessment. A quantitative goodwill impairment test, when performed, includes estimating the fair value of a reporting unit using an income approach based on a discounted cash flow analysis and / or a market-based approach. A discounted cash flow analysis requires us to make various judgmental assumptions, including assumptions about the timing and amount of future cash flows, growth rates, and discount rates.

For the 2025 annual impairment test, we performed a qualitative assessment as of October 1, 2025, and concluded the fair value of our single reporting unit was greater than its carrying value. However, during the fourth quarter of 2025, we experienced a sustained decline in share price. As such, we performed a quantitative impairment assessment as of December 31, 2025. The results of the quantitative impairment assessment concluded the fair value of our single reporting unit was below the carrying value and, as such, we recorded a non-cash goodwill impairment charge of $30.2 million.

Our quantitative impairment assessment utilized a market approach. The key assumption in the market approach included determining a control premium, which was estimated using historical transactions that occurred between 2022 and 2025.

Our impairment analysis is sensitive to changes in key assumptions and market data, including the quoted price of our common stock and the estimated control premium. If market conditions deteriorate or if our stock price declines further, it is possible that an additional impairment charge may need to be recorded in the future. Refer to Note 7 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

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. If circumstances require a long-lived asset group to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by the asset to its carrying value. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying value exceeds its fair value. Fair value is determined through various valuation techniques which may include discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

Accounting for Films

Capitalized film costs are predominantly monetized individually.

Film cost amortization and participation liabilities are based on management’s estimates. Costs to produce films are amortized and estimated liabilities for participations are accrued using the individual film forecast method, based on the ratio of the current period’s revenues to management’s estimated remaining total gross revenues to be earned (“ultimate revenue”). Management’s judgment is required in estimating ultimate revenue and the costs to be incurred throughout the life of each film.

Management estimates ultimate revenue based on historical experience with similar titles or the title genre, the general public appeal of the cast, actual performance (when available) at the box office or in markets currently being exploited, and other factors such as the quality and acceptance of motion pictures or programs that our competitors release into the marketplace at or near the same time, critical reviews, general economic conditions, and other tangible and intangible factors, many of which we do not control and which may change. For feature films, ultimate revenue includes estimates over a period not to exceed 10 years following the date of initial release of the motion picture.

Due to the inherent uncertainties involved in making such estimates of ultimate revenues and expenses, these estimates have differed in the past from actual results and are likely to differ to some extent in the future from actual results. In addition, in the normal course of our business, some films and titles are more successful or less successful than anticipated. Management regularly reviews, and revises when necessary, its ultimate revenue and cost estimates, which may result in a

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change in the rate of amortization of film costs and participations and / or a write-down of all or a portion of the unamortized costs of the film to its estimated fair value.

An increase in the estimate of ultimate revenue will generally result in a lower amortization rate and, therefore, less film amortization expense, while a decrease in the estimate of ultimate revenue will generally result in a higher amortization rate and, therefore, higher film amortization expense, and also periodically results in an impairment requiring a write-down of the film cost to the title’s fair value.

An individual film is evaluated for impairment when events or changes in circumstances indicate that the fair value of an individual film is less than its unamortized cost. If the result of the impairment test indicates that the carrying value exceeds the estimated fair value, an impairment charge will then be recorded for the amount of the difference.

Additionally, we enter into co-financing arrangements with third parties to jointly finance or distribute certain of our film productions. These arrangements can take various forms, but in most cases involve the grant of an economic interest in a film to an investor who owns an undivided copyright interest in the film. The number of investors and the terms of these arrangements can vary, although investors generally assume the full risks and rewards of ownership proportionate to their ownership in the film. We account for the proceeds received from the investor under these arrangements as a reduction of its capitalized film costs and the investor’s interest in the profit or loss of the film is recorded as either a charge or a benefit, respectively, in cost of revenue, excluding depreciation and amortization in the consolidated statements of operations. The investor’s interest in the profit or loss of a film is recorded each period using the individual film forecast computation method.

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.

Emerging Growth Company Accounting Election

Section 102 of the Jumpstart Our Business Startups Act (the “JOBS Act”) provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. We are an emerging growth company and have elected to take advantage of the extended transition period. As a result, the consolidated financial statements of BuzzFeed may not be comparable to companies that comply with new or revised accounting standards as of public company effective dates.

In addition, we rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Specifically, subject to the satisfaction of certain conditions set forth in the JOBS Act, we are not required to, and do not intend to, among other things: (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements; and (iv) disclose certain executive compensation-related items, such as the correlation between executive compensation, and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until December 31, 2026 (i.e., the last day of our fiscal year following the fifth anniversary of 890’s initial public offering).

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.

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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. Accordingly, 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. 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. 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. 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. The effect of a hypothetical 10% change in interest rates applicable to our business would not have a material impact on our consolidated financial statements for the years ended December 31, 2025 and 2024.

Equity Investment Risk

We hold an investment in equity securities of a privately-held company without a readily determinable fair value. We elected to account for this investment using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to: the investee’s financial performance and business prospects; industry performance; economic environment; and other relevant events and factors affecting the investee. Valuations of our equity investment are complex due to the lack of readily available market data and observable transactions. The carrying value of our investment was $0.8 million at December 31, 2025 and 2024. Refer to Note 2 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.

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Item 8: Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID No.34) 72

Consolidated Balance Sheets 73

Consolidated Statement of Operations 74

Consolidated Statements of Comprehensive Loss 75

Consolidated Statements of Stockholders’ Equity 76

Consolidated Statement of Cash Flows 78

Notes to Consolidated Financial Statements 80

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of BuzzFeed, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of BuzzFeed, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred recurring losses, used cash flows from operations, has insufficient liquidity to fund the Company’s obligations as they become due over the next year beyond the issuance date, and has uncertainty associated with the Company’s ability to regain compliance with the Nasdaq bid price requirements to remain listed on Nasdaq. These conditions and events raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

New York, New York

March 16, 2026

We have served as the Company’s auditor since 2019.

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BUZZFEED, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars and shares in thousands, except per share amounts)

Assets

Current assets

Prepaid expenses and other current assets 16,411 13,294

Prepaid expenses and other assets 4,073 6,335

Liabilities and Stockholders' Equity

Current liabilities

Warrant liabilities — 1,778

Commitments and contingencies

Stockholders’ equity

Accumulated other comprehensive loss (3,715) (3,735)

Total BuzzFeed, Inc. stockholders’ equity 49,361 104,774

Total liabilities and stockholders' equity $ 188,139 $ 221,398

The accompanying notes are an integral part of these consolidated financial statements.

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BUZZFEED, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars and shares in thousands, except per share amounts)

For the Year Ended December 31,

Costs and Expenses

Impairment expense 30,199 — —

Change in fair value of warrant liabilities 1,529 (1,372) (11)

Change in fair value of derivative liability — — 180

Loss from continuing operations before income taxes (56,948) (33,294) (54,110)

Net income (loss) from discontinued operations, net of tax — 24,028 (33,610)

Net loss from continuing operations per Class A and Class B common share:

Weighted average common shares outstanding:

The accompanying notes are an integral part of these consolidated financial statements.

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BUZZFEED, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

For the Year Ended December 31,

Other comprehensive income (loss)

Foreign currency translation adjustment 109 (1,527) (771)

Other comprehensive income (loss) 109 (1,527) (771)

The accompanying notes are an integral part of these consolidated financial statements.

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BUZZFEED, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

Stockholders’ of BuzzFeed, Inc.

Shares Amount Shares Amount Shares Amount

Stock-based compensation — — — — — — — 6,323 — — 6,323 — 6,323

Shares withheld for employee taxes (171) — — — — — — (451) — — (451) — (451)

Other comprehensive loss — — — — — — — — — (532) (532) (239) (771)

Stock-based compensation — — — — — — — 5,725 — — 5,725 — 5,725

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Stock-based compensation — — — — — — — 5,820 — — 5,820 — 5,820

Other comprehensive income — — — — — — — — — 20 20 89 109

Repurchase of common stock — — — — — — (3,332) — — — (3,332) — (3,332)

The accompanying notes are an integral part of these consolidated financial statements.

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BUZZFEED, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Year Ended December 31,

Operating activities:

Unrealized gain on foreign currency (1,225) (872) (1,088)

Change in fair value of derivative liability — — (180)

Amortization of debt discount and deferred issuance costs 7,140 6,086 1,766

Loss (gain) on disposition of assets 800 (1,250) (175)

Loss on investment — — 3,500

Provision for doubtful accounts (356) (385) (581)

Impairment expense 30,199 — —

Changes in operating assets and liabilities:

Investing activities:

Business combinations, net of cash acquired (233) — —

Cash provided by investing activities from discontinued operations — 191,075 —

Financing activities:

Borrowings from Term Loan 43,975 — —

Borrowings from film financing arrangements 13,638 — —

Proceeds from co-financing arrangements for feature films 5,089 — —

Borrowings on revolving credit facility — — 2,128

Payment of consent solicitation fees (2,089) (900) —

Payment of film financing arrangements for feature films (2,631) — —

Payment on revolving credit facility — (33,837) (1,796)

Payment of early termination fee for revolving credit facility — (500) —

Payment of Term Loan's debt issuance costs (754) — —

Repurchase of common stock (3,332) — —

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Proceeds from exercise of stock options 16 1 29

Payment for shares withheld for employee taxes (224) (394) (451)

Distributions to noncontrolling interests (1,923) — —

Effect of currency translation on cash and cash equivalents 309 (366) (123)

Net (decrease) increase in cash and cash equivalents (10,909) 3,011 (20,137)

The accompanying notes are an integral part of these consolidated financial statements.

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BUZZFEED, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

1. Description of the Business

BuzzFeed, Inc. (referred to herein, collectively with its subsidiaries, as “BuzzFeed” or the “Company”) is a premier digital media company. Across pop culture, entertainment, shopping, food, and news, our brands drive conversation and inspire what audiences watch, read, and buy now — and into the future. The Company’s iconic, globally-loved brands include BuzzFeed, HuffPost, and Tasty. BuzzFeed derives its revenue primarily from advertising, content, and commerce and other sold to leading brands. The Company has one reportable segment.

On December 3, 2021, we consummated a business combination (the “Business Combination”) with 890 5th Avenue Partners, Inc. (“890”), certain wholly-owned subsidiaries of 890, and BuzzFeed, Inc., a Delaware corporation (“Legacy BuzzFeed”). In connection with the Business Combination, we acquired 100% of the membership interests of CM Partners, LLC. 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.”

The shares and corresponding capital amounts and earnings per share related to Legacy BuzzFeed redeemable convertible preferred stock (other than Series F Preferred Stock and Series G Preferred Stock) and Legacy BuzzFeed common stock prior to the Business Combination were retroactively recast as shares reflecting the Exchange Ratio of 0.306 established in the Business Combination. Shares of Legacy BuzzFeed Series F Preferred Stock and Series G Preferred Stock were restated based on the exchange ratio into 7,720,000 shares of BuzzFeed Class A common stock established in the Business Combination.

Additionally, pursuant to subscription agreements entered into in connection with the entry into the merger agreement pursuant to which the Business Combination was consummated, the Company 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. The Company repurchased approximately $120.0 million of the Notes in 2024 and the remaining $30.0 million in 2025, resulting in the full redemption of the Notes. Refer to Note 8 herein for additional details.

Liquidity and Going Concern

The Company’s principal sources of liquidity are our cash and cash equivalents and cash generated from continuing operations. Our cash and cash equivalents consist of demand deposits with financial institutions and investments in money market funds.

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

Since its inception, the Company has generally incurred significant losses and used cash flows from operations to grow its owned and operated properties and its iconic brands. During the year ended December 31, 2025, the Company incurred a net loss of $57.3 million and used cash flows from operations of $18.7 million. Additionally, as of December 31, 2025, the Company had unrestricted cash and cash equivalents of $8.5 million and an accumulated deficit of $679.6 million.

The Company’s current restricted cash balance of $15.8 million relates to funds held in Company-owned deposit accounts that are pledged as collateral for the Company’s existing letters of credit and, upon the expiration of certain of these letters of credit, approximately $15.0 million is required to be paid to our lenders under the Credit Agreement (as defined within Note 8 herein), which also includes a $5.0 million minimum cash covenant ($3.5 million through April 30, 2026, as discussed within Note 8 herein).

As disclosed in Note 8 herein, in May 2025, the Company secured a $40.0 million asset-backed Term Loan (as amended, and as defined within Note 8 herein) and used a portion of the proceeds to repay, in full, the Notes. In August

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2025, the Company received an incremental $5.0 million under the Second Amended Credit Agreement (as defined within Note 8 herein), which was due on February 20, 2026 (as extended through April 30, 2026, as discussed within Note 8 herein).

As further disclosed in Note 14 herein, the Company’s Class A common stock experienced a significant decline whereby the trading price remained below $1.00 per share for a sustained period and has continued to remain below $1.00 as of the issuance date. However, in order to remain in compliance with Nasdaq market listing requirements, the Company’s Class A common stock price must exceed $1.00 per share for a specified minimum period (i.e., at least 10 consecutive business days). As a result of the decline in its stock price, the Company received a notice of noncompliance from Nasdaq on March 2, 2026, notifying the Company that it had until August 31, 2026 to regain compliance. If the Company is not able to regain compliance and, as such, the Company’s Class A common stock is delisted from Nasdaq, the Company will be faced with a number of significant material adverse consequences, including limited availability of market quotations for its Class A common stock; limited news and analyst coverage; decreased ability to obtain additional financing or failure to comply with the covenants required by any indebtedness; limited liquidity for its stockholders due to thin trading; and a potential loss of confidence by investors, employees, and other third parties who do business with the Company.

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

To address its capital needs, the Company may explore options to restructure its outstanding debt, and is working to optimize its consolidated balance sheet. However, the Company can provide no assurance that it will generate sufficient cash inflows from operations, that it will be successful in obtaining such new financing, or that it will be able to optimize its consolidated balance sheet in a manner necessary to fund its obligations as they become due over the next 12 months beyond the issuance date. Additionally, the Company may implement incremental cost savings actions and pursue additional sources of outside capital to supplement its funding obligations as they become due, which includes additional offerings of its Class A common stock under the at-the-market offering (refer to Note 9 herein for additional details). However, as of the issuance date, no additional sources of outside capital have been secured or were deemed probable of being secured, other than the Company’s at-the-market offering, which is subject to the conditions contained in the At-The-Market Offering agreement dated June 20, 2023 with Craig-Hallum Capital Group LLC. The Company can provide no assurance it will successfully generate sufficient liquidity to fund its operations for the next 12 months beyond the issuance date, or if necessary, secure additional outside capital (including through the Company’s at-the-market offering) or implement incremental cost savings.

Moreover, on an ongoing basis, the Company is evaluating strategic changes to its operations, including asset divestitures, restructuring, or the discontinuance of unprofitable lines of business. Any such transaction could be material to the Company’s business, financial condition, and results of operations. The nature and timing of any such changes depend on a variety of factors, including, as of the applicable time, the Company’s available cash, liquidity, and operating performance; its commitments and obligations; its capital requirements; limitations imposed under its credit arrangements; and overall market conditions. As of the issuance date, the Company continues to work on optimizing its consolidated balance sheet and evaluating its assets.

Based on the Company’s liquidity position as of December 31, 2025 and our current forecast of operating results and cash flows, in the absence of any of the above-described plans to address our capital needs, we anticipate that we will not have sufficient resources to fund our cash obligations for the next 12 months following the issuance date. In addition, the Company has concluded that the above-described plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

2. Summary of Significant Accounting Policies

Basis of Financial Statements and Principles of Consolidation

The accompanying consolidated financial statements include the accounts of BuzzFeed, Inc., and its wholly-owned and majority-owned subsidiaries. The Company’s consolidated financial statements are prepared in accordance with U.S.

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GAAP. Certain prior-period amounts have been reclassified to conform to the current-period presentation. All intercompany balances and transactions have been eliminated in consolidation.

The Company evaluates its relationships with other entities to identify whether they are variable interest entities (“VIEs”) in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation.

In August 2015, the Company signed a Joint Venture Agreement (the “JVA”) with Yahoo Japan to establish and develop operations in Japan. During the year ended December 31, 2022, Yahoo Japan transferred its interests in BuzzFeed Japan to other third parties. During the year ended December 31, 2024, a 3.0% minority interest partner sold its interest in BuzzFeed Japan back to BuzzFeed Japan. As such, BuzzFeed Japan is a joint venture controlled 52.6% by the Company, through its wholly-owned subsidiaries, BuzzFeed UK Limited, and The Huffington Post Holdings LLC, 25.3% by Asahi Shimbun Company, and 22.1% by Asahi Broadcasting Group Holdings Corporation Ltd. BuzzFeed Japan carries out the core BuzzFeed business in the Japanese language for the Japanese market. BuzzFeed Japan is included as a consolidated subsidiary in the consolidated financial statements.

During 2025, 2024, and 2023, the Company established several production companies created solely for the purpose of producing a single film each, which are considered VIEs. The Company is the primary beneficiary of each production company, as it has the ability to direct the activities that most significantly impact the economic performance of the entities, the obligation to absorb losses, and the right to receive benefits from the entities. As a result, the production companies are included as consolidated subsidiaries in the consolidated financial statements.

Reverse Stock Split

The Company held its 2024 annual meeting of stockholders on April 25, 2024 (the “2024 Annual Meeting”), and, at the 2024 Annual Meeting, the Company’s stockholders approved the grant of discretionary authority to the Company’s board of directors to (1) amend the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to combine outstanding shares of each of the Company’s Class A common stock and the Company’s Class B common stock into a lesser number of outstanding shares of Class A common stock and Class B common stock, as the case may be, at a specific ratio within a range of one-for-two (1-for-2) to a maximum of a one-for-twenty five (1-for-25), with the exact ratio to be determined by the Company’s board of directors in its sole discretion; and (2) effect such reverse stock split, if at all, within one year of the date the proposal was approved by the Company’s stockholders (i.e., by April 25, 2025).

The Company’s board of directors subsequently approved effecting a reverse stock split, effective as of May 6, 2024, and fixed a ratio for the reverse stock split at one-for-four (1-for-4). On April 26, 2024, the Company filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”). The Certificate of Amendment effected a reverse stock split of the Class A common stock and Class B common stock at a ratio of one-for-four (1-for-4) (the “Reverse Stock Split”), effective as of 12:01 a.m., Eastern Time, on May 6, 2024. The Class A common stock began trading on a split-adjusted basis on Nasdaq on May 6, 2024, under the existing symbol “BZFD,” but the security has a new CUSIP number of 12430A300. The Public Warrants (as defined in Note 4 herein) continued to be traded under the symbol “BZFDW,” and the CUSIP identifier for the Public Warrants remains unchanged.

As a result of the Reverse Stock Split, every four shares of the Company’s Class A common stock and the Company’s Class B common stock issued and outstanding immediately prior to the Reverse Stock Split were converted into one share of Class A common stock and Class B common stock, as the case may be, after the Reverse Stock Split. The Reverse Stock Split applied uniformly to all holders of Class A common stock and Class B common stock, and did not alter any stockholder’s percentage interest in the Company, except to the extent that the Reverse Stock Split would have resulted in some stockholders owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split, as all fractional shares were rounded up to the nearest whole share. Pursuant to the terms of the agreement governing the Public and Private Warrants, fractional shares of Class A common stock will not be issued upon exercise of a warrant, and if a holder of a warrant would be entitled to receive, upon the exercise thereof, a fractional interest in a share of Class A common stock, the Company will round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder.

Unless otherwise noted, all shares of Class A common stock and Class B common stock, including shares of Class A common stock underlying the Public Warrants and Private Warrants (as defined in Note 4 herein), stock options, restricted stock units, shares of Class A common stock available for grant under the Company’s equity incentive plans, shares of Class A common stock sold and available for sale under the Company’s at-the-market offering, and all conversion ratios,

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exercise prices, and per share information with respect thereto in the consolidated financial statements have been retroactively adjusted to reflect the one-for-four (1-for-4) Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this Annual Report on Form 10-K.

Discontinued Operations and Held for Sale

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. 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.

The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statements of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.

The Company disposed of Complex Networks, excluding the First We Feast brand, on February 21, 2024 (i.e., the “Complex Disposition”). Additionally, the Company disposed of First We Feast on December 11, 2024 (i.e., the “First We Feast Disposition”). The financial results of Complex Networks and First We Feast have been presented as discontinued operations in the consolidated statements of operations for the years ended December 31, 2024 and 2023. Refer to Note 18 herein for additional details.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported results of operations during the reporting period. Due to the use of estimates inherent in the financial reporting process, actual results could differ from those estimates.

Key estimates and assumptions relate primarily to revenue recognition, valuation allowances for deferred income tax assets, allowance for doubtful accounts, useful lives of tangible and intangible assets, impairment of long-lived assets and goodwill, ultimate revenue used for the amortization of capitalized film costs and accruals of investor costs and participations, and capitalized software costs.

Fair Value Measurements

The fair value framework under the applicable authoritative guidance requires the categorization of assets and liabilities into three levels:

•Level 1 — inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2 — inputs are observable, either directly or indirectly, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

•Level 3 — inputs are generally unobservable inputs and typically reflect management’s best estimate of assumptions that market participants would use in pricing the asset or liability.

The fair value of a financial instrument is the amount for which the instrument could be exchanged in a current transaction between willing parties. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

The carrying amounts of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, accrued expenses, deferred revenue, other current liabilities approximate fair value. Money market funds (including restricted cash) are categorized as Level 1.

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The Company’s non-financial assets, which include property and equipment, capitalized software costs, film costs, prepaid and other assets, and intangible assets, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at its fair value.

Cash and Cash Equivalents and Restricted Cash

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company considers instruments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s cash and cash equivalents consist of demand deposits with financial institutions and investments in money market funds. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. The associated risk of concentration is mitigated by banking with creditworthy institutions.

The Company classifies all cash, the use of which is limited by contractual provisions, as restricted cash. Restricted cash primarily includes cash that is held as collateral for certain lease agreements which affect the amount of cash the Company has available for other uses. As of, and for the years ended December 31, 2025 and 2024, restricted cash totaled $19.3 millionand$16.3 million, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s accounts receivable are customer obligations due under normal trade terms, carried at their face value less an allowance for doubtful accounts if required. The Company determines its allowance for doubtful accounts based on the evaluation of the aging of its accounts receivable and on a customer-by-customer analysis of its high-risk customers. The Company’s reserve contemplates its historical loss rate on receivables, specific customer situations, and the economic environments in which the Company operates.

The change in the Company’s allowance for doubtful accounts was as follows:

Year Ended December 31,

As of December 31, 2025 and 2024, the Company had one customer that represented 26% of net accounts receivable for both years (i.e., Amazon, primarily for our affiliate commerce transactions). The Company had one customer that represented 28% of total revenue for the year ended December 31, 2025 (i.e., Amazon, primarily for our affiliate commerce transactions), one customer that represented 30% of total revenue for the year ended December 31, 2024, and two customers that represented 20% and 11% of total revenue for the year ended December 31, 2023, respectively. One customer, Amazon, accounts for the significant majority of our commerce and other revenues.

Film Costs, net

Capitalized film costs are predominantly monetized individually.

Film cost amortization as well as participation liabilities are based on management’s estimates. Costs to produce films are amortized and estimated liabilities for participations are accrued using the individual film forecast method, based on the ratio of the current period’s revenues to management’s estimated remaining total gross revenues to be earned (“ultimate revenue”). The Company’s judgment is required in estimating ultimate revenue and the costs to be incurred throughout the life of each film.

The Company estimates ultimate revenue based on historical experience with similar titles or the title genre, the general public appeal of the cast, actual performance (when available) at the box office or in markets currently being exploited, and other factors such as the quality and acceptance of motion pictures or programs that our competitors release into the marketplace at or near the same time, critical reviews, general economic conditions, and other tangible and

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intangible factors, many of which we do not control and which may change. For feature films, ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release of the motion picture.

Film costs, which were included in film costs, net, on the on the consolidated balance sheets, were as follows:

Individual Monetization:

Feature films in production $ 13,118 $ —

Completed feature films, less amortization 6,279 1,712

The Company amortized film costs of $7.4 million, $0.1 million, and $3.2 million associated with individually monetized feature films during the years ended December 31, 2025, 2024 and 2023, respectively. Film cost amortization is included in cost of revenue, excluding depreciation and amortization, in the consolidated statements of operations.

The Company enters into co-financing arrangements with third parties to jointly finance or distribute certain of its film productions. These arrangements can take various forms, but in most cases involve the grant of an economic interest in a film to an investor who owns an undivided copyright interest in the film. The number of investors and the terms of these arrangements can vary, although investors generally assume the full risks and rewards of ownership proportionate to their ownership in the film. The Company accounts for the proceeds received from the investor under these arrangements as a reduction of its capitalized film costs (approximately $4.7 million as of December 31, 2025) and the investor’s interest in the profit or loss of the film is recorded as either a charge or a benefit, respectively, in cost of revenue, excluding depreciation and amortization, in the consolidated statements of operations. The investor’s interest in the profit or loss of a film is recorded each period using the individual film forecast computation method.

Governmental Assistance

Production tax incentives reduced capitalized film costs by $2.6 million and $0.3 million as of December 31, 2025 and December 31, 2024, respectively. Production tax incentives resulted in a reduction of cost of revenue, excluding depreciation and amortization, in the consolidated statements of operations of approximately $2.0 million for the year ended December 31, 2025. The Company had receivables related to production tax credits of $3.2 million and $1.3 million as of December 31, 2025 and 2024, respectively, included in prepaid and other current assets in the consolidated balance sheets.

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life. The estimated useful lives of property and equipment of each asset category are as follows:

Useful Life (Years)

Furniture and fixtures 5

Leasehold improvements 7 – 11

Computer equipment 4

Video equipment 3

Capitalized Software Costs

The Company capitalizes certain costs incurred for development of websites or software for internal use. The Company capitalizes development costs when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Costs include payroll and payroll-related costs of employees directly associated with the development activities. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized

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and amortized over the estimated useful life of the enhancements, generally one to three years. Costs incurred in the preliminary and post-implementation stages of the Company’s products are expensed as incurred.

Investments

For equity investments in entities that the Company does not exercise significant influence over, if the fair value of the investment is not readily determinable, the investment is accounted for at cost, and adjusted for subsequent observable price changes. If the fair value of the investment is readily determinable, the investment is accounted for at fair value. The Company reviews equity investments without readily determinable fair values at each period end to determine whether they have been impaired.

As of December 31, 2025 and 2024, the Company had an investment in equity securities of a privately-held company without a readily determinable fair value. The total carrying value of the investment, included in prepaid and other assets on the consolidated balance sheets, was $0.8 million and $0.8 million as of December 31, 2025 and 2024, respectively.

Evaluation of Long-Lived Assets and Impairment

The Company reviews its long-lived assets, including capitalized software costs, right-of-use assets, and property and equipment for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to its carrying value. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, which may include discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. There was no impairment of long-lived assets for the years ended December 31, 2025, 2024, or 2023.

Revenue Recognition

The Company recognizes revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company primarily generates its revenue from advertising services and content, which includes strategic partnerships and promotional content, and from commerce and other arrangements.

Advertising

The Company generates its advertising revenue from managing a customer’s Internet advertising campaigns to target markets, both via BuzzFeed’s proprietary owned and operated sites, as well as premium publishers (e.g., Facebook and Google). Our performance obligations typically consist of a promised number of ads delivered or a promised number of actions related to the ads (such as impressions or views). Advertising revenue is recognized in the period that the related views, impressions, or actions by users on advertisements are delivered. When ads are placed on the Company’s owned and operated or third parties’ properties, the Company generally recognizes revenue on a gross basis because the Company is primarily responsible for the delivery of the promised services, has pricing discretion, and controls the advertising inventory prior to transfer to the customer. In some cases, the Company utilizes third-party intermediaries to facilitate the sale of advertising to the end customer. In these situations, while the Company is primarily responsible for the delivery of the promised services and controls the advertising inventory prior to transfer to the end customer, the Company typically does not have insight, and does not expect to have insight, into the gross amount paid by the end customer and therefore records as revenue the net amount received from the intermediary.

Content

The Company generates revenue from creating content, including promotional content, customer advertising, feature films, micro-dramas, and content licensing. The Company’s performance obligations typically consist of Company-created content for use by its customers or the delivery of a promised number of actions related to the content (impressions or views). The revenue is recognized when the content, or the related action, is delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content.

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Commerce and other

The Company participates in multiple marketplace arrangements with third parties such as Amazon, whereby the Company provides affiliate links which redirect the audience to purchase products and / or services from the third parties. When the participant purchases a product and / or service, the Company receives a commission fee for that sale from the third parties. The revenue is recognized when a successful sale is made and the commission is earned.

Cost of Revenue, Excluding Depreciation and Amortization

Cost of revenue, excluding depreciation and amortization, consists primarily of compensation-related expenses and costs incurred for the publishing 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. 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

Sales and marketing expenses consist primarily of compensation-related expenses for sales employees. In addition, marketing and sales-related expenses include advertising costs and market research.

General and Administrative

General and administrative expenses consist primarily of compensation-related expenses for corporate employees. Also, it consists of expenses for facilities, professional services fees, insurance costs, and other general overhead costs.

Research and Development

Research and development expenses consist primarily of compensation-related expenses incurred for the development of, enhancements to, and maintenance of the Company’s website, technology platforms, and infrastructure. Research and development expenses that do not meet the criteria for capitalization are expensed as incurred. Certain development expenses are capitalized under the provisions of the applicable authoritative guidance, whereby the Company capitalizes costs associated with website and internal-use software systems that have reached the application development stage.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

The Company made a policy election to treat the income tax with respect to the global intangible low taxed income (“GILTI”) as a period expense when incurred.

Stock-Based Compensation

Stock-based compensation is recognized as an expense in the consolidated financial statements and is measured at the fair value of the award. The Company recognizes compensation expense for stock awards based on grant date fair value using the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur.

The following table summarizes stock-based compensation cost included in the consolidated statements of operations:

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Year Ended December 31,

Cost of revenue, excluding depreciation and amortization $ 1,332 $ 1,298 $ 752

_________________________________

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

The Company recognized no income tax benefit in the consolidated statements of operations for stock-based compensation arrangements in 2025, 2024 or 2023.

Comprehensive Loss

Comprehensive loss includes certain changes in stockholders’ equity that are excluded from net loss, such as cumulative foreign currency translation adjustments, comprehensive income (loss) attributable to noncontrolling interests, and foreign currency translation adjustment attributable to noncontrolling interests.

Foreign Currency

The functional currency of our foreign subsidiaries is generally the local currency. The financial statements of these subsidiaries are translated into U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses during the year. Translation gains and losses are recorded in accumulated other comprehensive loss in stockholders’ equity. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in exchange gain (loss) within other expense, net in the consolidated statements of operations. 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.

Revision of Prior Period Financial Statements

During the fourth quarter of the year ended December 31, 2025, the Company identified an immaterial classification and disclosure misstatement related to the presentation and disclosure of restricted cash in its previously issued consolidated financial statements for the years ended December 31, 2024 and 2023. Specifically, the restricted cash amounts were not previously presented or disclosed in the consolidated financial statements. SEC Regulation S-X, Rule 5-02(1), requires registrants to separately disclose cash and cash items which are restricted as to withdrawal or usage. The Company evaluated the misstatement and concluded that it was not material to its previously issued interim and annual consolidated financial statements. The Company has revised the classification and disclosure of restricted cash in its consolidated balance sheets as of the relevant periods.

The Company determined that the misstatement originated from the existing material weakness over the financial statement close process. The misstatement had no impact on the consolidated statements of operations, and no impact on

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total assets and total liabilities within the consolidated balance sheets. The misstatement did not change any of management’s conclusions on its ability to continue as a going concern for any period.

A summary of the revisions to the impacted periods are shown below (in thousands):

As Reported Revision As Revised As Reported Revision As Revised

Restricted cash — — — — — —

Recently Adopted Accounting Pronouncements

The Company, an emerging growth company (“EGC”), elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, as amended, for complying with new or revised accounting standards, which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies.

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which is intended to enhance the transparency, decision usefulness, and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective for annual periods beginning after December 15, 2024. The Company adopted this standard for the year ended December 31, 2025, and applied the new disclosure requirements retrospectively. The adoption of this standard did not have a material impact to the Company’s consolidated financial statements. Refer to Note 11 herein for additional details.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires companies to disclose disaggregated information of certain expense captions presented on the face of the income statement within continuing operations that include following expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible amortization, and (5) depreciation, depletion, and amortization (“DD&A”) recognized as part of oil-and gas-producing activities. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which provides a practical expedient to measure credit losses on current accounts receivable and contract assets. The practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. For public business entities, this ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which is intended to improve the operability and application of guidance related to capitalized software development costs. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual

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reporting periods. Early adoption is permitted in an interim or annual reporting period; however, if adopted in an interim period, it must be applied from the beginning of the related annual reporting period. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which establishes authoritative guidance on the recognition, measurement, and presentation of a government grant received by a business entity. Under ASU 2025-10, government grants are recognized when it is probable that the business entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. ASU 2025-11 also adds lists to ASC 270 of the interim disclosures required by all other codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments are effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements.

3. Revenue Recognition

Disaggregated Revenue

The table below presents the Company’s revenue disaggregated based on the nature of its arrangements. Our management uses these categories of revenue to evaluate the performance of its businesses and to assess its financial results and forecasts.

Year Ended December 31,

The following table presents the Company’s revenue disaggregated by geography:

Year Ended December 31,

Revenue:

Contract Balances

The timing of revenue recognition, billings, and cash collections can result in billed accounts receivable, unbilled receivables, unbilled revenue (contract assets), and deferred revenues (contract liabilities). The payment terms and conditions within the Company’s contracts vary by the type; the substantial majority require that customers pay for their services on a monthly or quarterly basis, as the services are being provided. When the timing of revenue recognition differs

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from the timing of payments made by customers, the Company recognizes either unbilled revenue (its performance precedes the billing date and payment is conditional on something other than the passage of time) or deferred revenue (customer payment is received in advance of performance). The Company records an unbilled receivable when revenue is recognized and it has an unconditional right to consideration and only the passage of time is required to receive the consideration. Unbilled receivables are presented within accounts receivable, net of allowance of doubtful accounts, within the consolidated balance sheets. In addition, we have determined our contracts generally do not include a significant financing component.

The Company’s contract assets are presented in prepaid and other current assets on the accompanying consolidated balance sheets and totaled $7.5 million and $4.5 million at December 31, 2025 and 2024, respectively. These amounts relate to revenue recognized during the respective year that is expected to be invoiced and collected in future periods.

The Company’s contract liabilities, which are recorded in deferred revenue on the accompanying consolidated balance sheets, are expected to be recognized as revenues during the succeeding 12-month period. Deferred revenue totaled $7.4 million and $0.6 million at December 31, 2025 and 2024, respectively. The amount of revenue recognized during the year ended December 31, 2025 that was included in the deferred revenue balance as of December 31, 2024 was $0.5 million.

Variable Consideration

The Company estimates whether it will be subject to variable consideration under the terms of the contract and includes its estimate of variable consideration, subject to constraint, in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis.

4. Fair Value Measurements

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are summarized below:

Level 1 Level 2 Level 3 Total

Assets:

Restricted cash:

Liabilities:

Source: SEC EDGAR (public domain) · 10-K for the period ended 2025-12-31, filed 2026-03-16 · accession 0001828972-26-000030

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