{"filing":{"accession_number":"0001828972-26-000078","cik":"0001828972","ticker":"BZFDW","company_name":"BuzzFeed, Inc.","form":"8-K","filing_date":"2026-05-27","report_date":null,"primary_document":"bzfd-20260522.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1828972/000182897226000078/bzfd-20260522.htm"},"events":[{"id":8883,"run_id":7797,"accession_number":"0001828972-26-000078","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"BuzzFeed entered into and closed a material equity investment transaction with Allen Family Digital, LLC on May 26, 2026, involving the issuance of 40 million shares of Class A common stock for $120 million in aggregate consideration, resulting in the investor acquiring approximately 51% of BuzzFeed's total voting power and constituting a change of control.","company_name":"BuzzFeed, Inc.","ticker":"BZFDW","filing_date":"2026-05-27","submitted_at":null,"items":[{"id":2097,"accession_number":"0001828972-26-000078","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"BuzzFeed entered into a material equity investment transaction with Allen Family Digital, LLC involving the issuance of 40 million shares of Class A common stock for $120 million in aggregate consideration, which closed on May 26, 2026. This represents a significant capital raise and change of control event requiring disclosure under Item 1.01 (Entry into a Material Definitive Agreement), with related amendments to governance documents reflecting board composition changes and the investor's appointment rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:41:12.319418+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2098,"accession_number":"0001828972-26-000078","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities (the \"Shares\") to an Investor on May 26, 2026, relying on Section 4(a)(2) exemption. The filing references a Stock Purchase Agreement from Item 1.01, indicating a material private placement transaction. This is a classic dilutive issuance requiring 8-K disclosure under Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:41:12.319418+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2099,"accession_number":"0001828972-26-000078","item_number":"5.01","item_title":"Change in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The disclosure describes a change of control transaction where an Investor acquired approximately 51% of BuzzFeed's total voting power following a closing on May 26, 2026. This constitutes a material acquisition/change of control event. While Item 5.01 is cited, the substance is a completed transaction resulting in a shift of majority ownership, which is the hallmark of ma_activity rather than a routine corporate governance change.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:41:12.319418+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":8884,"run_id":7797,"accession_number":"0001828972-26-000078","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Five new directors were appointed effective at the closing of the investment transaction, expanding the Board from four to nine members as part of the governance changes accompanying the change of control.","company_name":"BuzzFeed, Inc.","ticker":"BZFDW","filing_date":"2026-05-27","submitted_at":null,"items":[{"id":2100,"accession_number":"0001828972-26-000078","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the appointment of five new directors effective at the Closing, with the Board expanding from four to nine members. While Mr. Coleman's expected resignation is mentioned, the principal action disclosed is the appointment of five new directors and the Board composition change, which is material to investors assessing governance and control. The filing explicitly states \"the Board approved...appointed five new directors\" and details the resulting nine-member composition.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:41:12.319418+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":8885,"run_id":7797,"accession_number":"0001828972-26-000078","anchor_item_number":"8.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.72,"summary":"BuzzFeed regained compliance with Nasdaq's $1.00 minimum bid price requirement, resolving a deficiency notice received on March 2, 2026, and eliminating delisting risk.","company_name":"BuzzFeed, Inc.","ticker":"BZFDW","filing_date":"2026-05-27","submitted_at":null,"items":[{"id":2102,"accession_number":"0001828972-26-000078","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"The filing discloses two distinct material events: (1) a $12.5 million debt repayment reducing outstanding indebtedness under the Credit Agreement to $32.5 million, and (2) resolution of a delisting risk by regaining compliance with Nasdaq's $1.00 bid price requirement after receiving a deficiency notice on March 2, 2026. While the delisting resolution is material, the section does not fit cleanly into a single taxonomy category—it combines debt management with delisting-risk resolution. The delisting_risk category typically applies to notices of non-compliance or transfer of listing, whereas this discloses cure and closure of a prior deficiency. The debt repayment alone is routine operational activity. Classified as other_material because the combined disclosure of debt reduction and delisting-risk cure affects investor assessment of financial stability and listing status, but does not align precisely with the more specific event types.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:41:12.319418+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":2097,"accession_number":"0001828972-26-000078","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"BuzzFeed entered into a material equity investment transaction with Allen Family Digital, LLC involving the issuance of 40 million shares of Class A common stock for $120 million in aggregate consideration, which closed on May 26, 2026. This represents a significant capital raise and change of control event requiring disclosure under Item 1.01 (Entry into a Material Definitive Agreement), with related amendments to governance documents reflecting board composition changes and the investor's appointment rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:41:12.319418+00:00","company_name":"BuzzFeed, Inc.","ticker":"BZFDW","filing_date":"2026-05-27"},{"id":2098,"accession_number":"0001828972-26-000078","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities (the \"Shares\") to an Investor on May 26, 2026, relying on Section 4(a)(2) exemption. The filing references a Stock Purchase Agreement from Item 1.01, indicating a material private placement transaction. This is a classic dilutive issuance requiring 8-K disclosure under Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:41:12.319418+00:00","company_name":"BuzzFeed, Inc.","ticker":"BZFDW","filing_date":"2026-05-27"},{"id":2099,"accession_number":"0001828972-26-000078","item_number":"5.01","item_title":"Change in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The disclosure describes a change of control transaction where an Investor acquired approximately 51% of BuzzFeed's total voting power following a closing on May 26, 2026. This constitutes a material acquisition/change of control event. While Item 5.01 is cited, the substance is a completed transaction resulting in a shift of majority ownership, which is the hallmark of ma_activity rather than a routine corporate governance change.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:41:12.319418+00:00","company_name":"BuzzFeed, Inc.","ticker":"BZFDW","filing_date":"2026-05-27"},{"id":2100,"accession_number":"0001828972-26-000078","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the appointment of five new directors effective at the Closing, with the Board expanding from four to nine members. While Mr. Coleman's expected resignation is mentioned, the principal action disclosed is the appointment of five new directors and the Board composition change, which is material to investors assessing governance and control. The filing explicitly states \"the Board approved...appointed five new directors\" and details the resulting nine-member composition.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:41:12.319418+00:00","company_name":"BuzzFeed, Inc.","ticker":"BZFDW","filing_date":"2026-05-27"},{"id":2101,"accession_number":"0001828972-26-000078","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.55,"reasoning":"The filing discloses \"the Closing\" of an unspecified transaction via press release (Exhibit 99.1), but the Item 7.01 excerpt does not detail the nature, counterparty, or financial terms of the transaction. The reference to \"Closing\" suggests completion of a material event—potentially M\u0026A activity, a financing, or another significant corporate action—but without access to the exhibit or fuller context, the specific event type cannot be reliably determined. Classified as other_material pending review of the full press release.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:41:12.319418+00:00","company_name":"BuzzFeed, Inc.","ticker":"BZFDW","filing_date":"2026-05-27"},{"id":2102,"accession_number":"0001828972-26-000078","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"The filing discloses two distinct material events: (1) a $12.5 million debt repayment reducing outstanding indebtedness under the Credit Agreement to $32.5 million, and (2) resolution of a delisting risk by regaining compliance with Nasdaq's $1.00 bid price requirement after receiving a deficiency notice on March 2, 2026. While the delisting resolution is material, the section does not fit cleanly into a single taxonomy category—it combines debt management with delisting-risk resolution. The delisting_risk category typically applies to notices of non-compliance or transfer of listing, whereas this discloses cure and closure of a prior deficiency. The debt repayment alone is routine operational activity. Classified as other_material because the combined disclosure of debt reduction and delisting-risk cure affects investor assessment of financial stability and listing status, but does not align precisely with the more specific event types.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:41:12.319418+00:00","company_name":"BuzzFeed, Inc.","ticker":"BZFDW","filing_date":"2026-05-27"}]}