BuzzFeed closes $120M majority stake sale to Byron Allen; Allen becomes Chairman and CEO

BuzzFeed, Inc.

Allen Family Digital acquired 40M shares at $3.00/share ($120M total), gaining ~51% voting power.
Byron Allen appointed Chairman and CEO; Jonah Peretti transitions to President of BuzzFeed AI.
Transaction funded with $20M cash and $100M promissory note due 2031 at 5% interest.
BuzzFeed used $12.5M of proceeds to repay debt, leaving $32.5M outstanding under credit facility.
Nasdaq confirmed compliance with $1.00 bid price requirement after stock closed above threshold for 10 days.

item 1.01 item 3.02 item 5.01 item 5.02 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

BuzzFeed, Inc. issued 40,000,000 shares of common stock to Allen Family Digital, LLC for $3.00 per share.

Security: common stock
Shares: 40,000,000 shares
Purchaser: Allen Family Digital, LLC
Consideration: $3.00 per share

Exact text from the filing

sell to the Investor, 40,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), at a purchase price of $3.00 per share of Class A common stock, for aggregate consideration of $120.0 million (the “Transaction”), in a transaction exempt from registration under the Securities Act of 1933,

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

BuzzFeed, Inc. entered into Stock Purchase Agreement with Allen Family Digital, LLC valued at 40,000,000 shares of Class A common stock at $3.00 per share for aggregate consideration of $120.0 m (effective 2026-05-11).

Action: entry
Agreement: equity purchase
Counterparty: Allen Family Digital, LLC
Value: 40,000,000 shares of Class A common stock at $3.00 per share for aggregate consideration of $120.0 m
Effective: 2026-05-11

Exact text from the filing

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed in the Current Report on Form 8-K of BuzzFeed, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2026 (the “Signing 8-K”), on May 11, 2026, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Allen Family Digital, LLC (the “Investor”), an affiliate of Byron Allen’s family office, pursuant to which the Company agreed to issue and sell to the Investor, 40,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), at a purchase price of $3.00 per share of Class A common stock, for aggregate consideration of $120.0 million (the “Transaction”), in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The closing of the Transaction occurred on May 26, 2026 (the “Closing”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

BuzzFeed, Inc. amended Amendment No. 1 to the Stock Purchase Agreement with Allen Family Digital, LLC valued at Amendment to reflect that Gregory Coleman would remain a director after the Closing (effective 2026-05-22).

Action: amendment
Agreement: equity purchase
Counterparty: Allen Family Digital, LLC
Value: Amendment to reflect that Gregory Coleman would remain a director after the Closing
Effective: 2026-05-22

Exact text from the filing

On May 22, 2026, the Company and the Investor entered into Amendment No. 1 to the Stock Purchase Agreement to reflect that Gregory Coleman would remain a director after the Closing.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

BuzzFeed, Inc. entered into Promissory Note with Allen Family Digital, LLC valued at Principal amount of $100.0 million, matures in 2031, interest at annual rate of 5% (effective 2026-05-26).

Action: entry
Agreement: notes offering
Counterparty: Allen Family Digital, LLC
Value: Principal amount of $100.0 million, matures in 2031, interest at annual rate of 5%
Effective: 2026-05-26

Exact text from the filing

On May 26, 2026, in connection with the Closing, the Investor issued the Promissory Note to the Company in the principal amount of $100.0 million. The Promissory Note matures in 2031 and accrues interest at an annual rate of 5%.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BuzzFeed, Inc. amended Amendment No. 1 to the Director Appointment Agreement with Jonah Peretti, LLC valued at Amendment to reflect changes relating to the composition of the Board, including expansion to nine d (effective 2026-05-22).

Action: amendment
Counterparty: Jonah Peretti, LLC
Value: Amendment to reflect changes relating to the composition of the Board, including expansion to nine d
Effective: 2026-05-22

Exact text from the filing

On May 22, 2026, the Company, the Investor and Jonah Peretti, LLC entered into Amendment No. 1 to the Director Appointment Agreement to reflect certain changes relating to the composition of the Board, including the expansion of the Board to nine directors and the continued service of Gregory Coleman as a member of the Board until a new director is appointed by the Investor following the 2026 annual meeting of the Company’s shareholders.

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BuzzFeed, Inc. filing history →

Source: SEC EDGAR

accession 0001828972-26-000078

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