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.
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 toPart I, Item 1A. "Risk Factors," included elsewhere within this Annual Report on Form 10-K for additional details.
Executive Overview
The following table sets forth our operational highlights for the periods presented (in thousands):
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
GAAP
|
|
|
|
|
|
|
Total revenue
|
$
|
185,266
|
|
|
$
|
189,887
|
|
|
$
|
230,441
|
|
|
Loss from continuing operations
|
(47,886)
|
|
|
(23,535)
|
|
|
(44,821)
|
|
|
Net loss from continuing operations
|
(57,334)
|
|
|
(33,956)
|
|
|
(55,712)
|
|
|
Non-GAAP
|
|
|
|
|
|
|
Adjusted EBITDA(1)
|
$
|
8,797
|
|
|
$
|
5,451
|
|
|
$
|
(11,645)
|
|
|
Non-Financial
|
|
|
|
|
|
|
Time Spent(2)
|
276,498
|
|
|
297,903
|
|
|
306,261
|
|
_____________________________
(1)See "Reconciliation from Net loss from continuing operations to Adjusted EBITDA" for a reconciliation of Adjusted EBITDA (as defined below) to the most directly comparable financial measure in accordance with accounting principles generally accepted in the U.S. ("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,andour 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 Comscoreto 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.
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):
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|
|
|
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|
|
|
|
|
|
|
|
December 31,
|
|
|
2025
|
|
2024
|
|
Net branded content advertiser revenue retention(1)
|
48
|
%
|
|
41
|
%
|
|
Branded content advertisers(2)
|
>20
|
|
>20
|
|
Net average branded content advertiser revenue(3)
|
$
|
0.6
|
|
|
$
|
0.7
|
|
_________________________________
(1)Net branded content advertiser revenue retention is calculated by dividing the branded content revenue for the trailing 12 month from the close of the current reporting period, from advertisers who were also advertisers at the close of the same period in the prior year (the "base period"), by the branded content revenue for the trailing 12 month from the close of the base period. 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
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.
Results of Operations:
The following tables set forth our consolidated statements of operations data for each of the periods presented (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Revenue
|
$
|
185,266
|
|
|
$
|
189,887
|
|
|
$
|
230,441
|
|
|
Costs and Expenses
|
|
|
|
|
|
|
Cost of revenue, excluding depreciation and amortization
|
110,151
|
|
|
105,065
|
|
|
129,782
|
|
|
Sales and marketing
|
15,755
|
|
|
19,729
|
|
|
35,942
|
|
|
General and administrative
|
50,426
|
|
|
58,627
|
|
|
78,026
|
|
|
Research and development
|
10,793
|
|
|
10,855
|
|
|
11,179
|
|
|
Depreciation and amortization
|
15,828
|
|
|
19,146
|
|
|
20,333
|
|
|
Impairment expense
|
30,199
|
|
|
-
|
|
|
-
|
|
|
Total costs and expenses
|
233,152
|
|
|
213,422
|
|
|
275,262
|
|
|
Loss from continuing operations
|
(47,886)
|
|
|
(23,535)
|
|
|
(44,821)
|
|
|
Other expense, net
|
(4,878)
|
|
|
(1,605)
|
|
|
(2,990)
|
|
|
Interest expense, net
|
(5,713)
|
|
|
(6,782)
|
|
|
(6,468)
|
|
|
Change in fair value of warrant liabilities
|
1,529
|
|
|
(1,372)
|
|
|
(11)
|
|
|
Change in fair value of derivative liability
|
-
|
|
|
-
|
|
|
180
|
|
|
Loss from continuing operations before income taxes
|
(56,948)
|
|
|
(33,294)
|
|
|
(54,110)
|
|
|
Income tax provision
|
386
|
|
|
662
|
|
|
1,602
|
|
|
Net loss from continuing operations
|
(57,334)
|
|
|
(33,956)
|
|
|
(55,712)
|
|
|
Net income (loss) from discontinued operations, net of tax
|
-
|
|
|
24,028
|
|
|
(33,610)
|
|
|
Net loss
|
(57,334)
|
|
|
(9,928)
|
|
|
(89,322)
|
|
|
Less: net income (loss) attributable to the noncontrolling interests
|
390
|
|
|
168
|
|
|
(743)
|
|
|
Net loss attributable to BuzzFeed, Inc.
|
$
|
(57,724)
|
|
|
$
|
(10,096)
|
|
|
$
|
(88,579)
|
|
Costs and expenses include stock-based compensation expense as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Cost of revenue, excluding depreciation and amortization
|
$
|
1,332
|
|
|
$
|
1,298
|
|
|
$
|
752
|
|
|
Sales and marketing
|
631
|
|
|
492
|
|
|
781
|
|
|
General and administrative
|
3,277
|
|
|
3,297
|
|
|
3,911
|
|
|
Research and development1
|
580
|
|
|
444
|
|
|
(162)
|
|
|
|
$
|
5,820
|
|
|
$
|
5,531
|
|
|
$
|
5,282
|
|
_________________________________
(1) The negative stock-based compensation expense for the year ended December 31, 2023 for research and development was primarily due to forfeitures.
The following table sets forth our consolidated statement of operations data for each of the periods presented as a percentage of revenue(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Costs and Expenses
|
|
|
|
|
|
|
Cost of revenue, excluding depreciation and amortization
|
59
|
%
|
|
55
|
%
|
|
56
|
%
|
|
Sales and marketing
|
9
|
%
|
|
10
|
%
|
|
16
|
%
|
|
General and administrative
|
27
|
%
|
|
31
|
%
|
|
34
|
%
|
|
Research and development
|
6
|
%
|
|
6
|
%
|
|
5
|
%
|
|
Depreciation and amortization
|
9
|
%
|
|
10
|
%
|
|
9
|
%
|
|
Impairment expense
|
16
|
%
|
|
-
|
%
|
|
-
|
%
|
|
Total costs and expenses
|
126
|
%
|
|
112
|
%
|
|
120
|
%
|
|
Loss from continuing operations
|
(26)
|
%
|
|
(12)
|
%
|
|
(20)
|
%
|
|
Other expense, net
|
(3)
|
%
|
|
(1)
|
%
|
|
(1)
|
%
|
|
Interest expense, net
|
(3)
|
%
|
|
(4)
|
%
|
|
(3)
|
%
|
|
Change in fair value of warrant liabilities
|
1
|
%
|
|
(1)
|
%
|
|
-
|
%
|
|
Change in fair value of derivative liability
|
-
|
%
|
|
-
|
%
|
|
-
|
%
|
|
Loss from continuing operations before income taxes
|
(31)
|
%
|
|
(18)
|
%
|
|
(24)
|
%
|
|
Income tax provision
|
-
|
%
|
|
-
|
%
|
|
1
|
%
|
|
Net loss from continuing operations
|
(31)
|
%
|
|
(18)
|
%
|
|
(25)
|
%
|
|
Net income (loss) from discontinued operations, net of tax
|
-
|
%
|
|
13
|
%
|
|
(15)
|
%
|
|
Net loss
|
(31)
|
%
|
|
(5)
|
%
|
|
(40)
|
%
|
|
Less: net income (loss) attributable to the noncontrolling interests
|
-
|
%
|
|
-
|
%
|
|
-
|
%
|
|
Net loss attributable to BuzzFeed, Inc.
|
(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 2024and 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.
Comparison of results for the years ended December 31, 2025 and 2024:
Revenue
Total revenue as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2024 to 2025
% Change
|
|
(In thousands)
|
|
2025
|
|
2024
|
|
|
Advertising
|
|
$
|
91,685
|
|
|
$
|
94,362
|
|
|
(3)
|
%
|
|
Content
|
|
37,045
|
|
|
33,875
|
|
|
9
|
%
|
|
Commerce and other
|
|
56,536
|
|
|
61,650
|
|
|
(8)
|
%
|
|
Total revenue
|
|
$
|
185,266
|
|
|
$
|
189,887
|
|
|
(2)
|
%
|
Advertising revenue decreased by $2.7 million, or 3%, for the year ended December 31, 2025, driven by a $7.5 million decline in direct sold advertising products, partially offset by a $4.8 million increase in programmatic advertising revenue. 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
2024 to 2025
% Change
|
|
(In thousands)
|
|
2025
|
|
2024
|
|
|
Cost of revenue, excluding depreciation and amortization
|
|
$
|
110,151
|
|
|
$
|
105,065
|
|
|
5
|
%
|
|
As a percentage of revenue
|
|
59
|
%
|
|
55
|
%
|
|
|
Cost of revenue, excluding depreciation and amortization, increased by $5.1 million, or 5%, for the year ended December 31, 2025, driven by a $10.3 million increase in variable cost of revenue reflecting changes in the product mix (primarily from lower-margin studio revenue, particularly feature films) and a $1.7 million increase in restructuring
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
2024 to 2025
% Change
|
|
(In thousands)
|
|
2025
|
|
2024
|
|
|
Sales and marketing
|
|
$
|
15,755
|
|
|
$
|
19,729
|
|
|
(20)
|
%
|
|
As a percentage of revenue
|
|
9
|
%
|
|
10
|
%
|
|
|
Sales and marketing expenses decreased by $4.0 million, or 20%, for the year ended December 31, 2025, driven by an $2.8 million decrease in compensation and related expenses reflecting our previous cost savings actions and a $1.1 million decrease in restructuring expenses.
General and administrative:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
2024 to 2025
% Change
|
|
(In thousands)
|
|
2025
|
|
2024
|
|
|
General and administrative
|
|
$
|
50,426
|
|
|
$
|
58,627
|
|
|
(14)
|
%
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
2024 to 2025
% Change
|
|
(In thousands)
|
|
2025
|
|
2024
|
|
|
Research and development
|
|
$
|
10,793
|
|
|
$
|
10,855
|
|
|
(1)
|
%
|
|
As a percentage of revenue
|
|
6
|
%
|
|
6
|
%
|
|
|
Research and development expenses decreased by $0.1 million, or 1%, for the year ended December 31, 2025.
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
2024 to 2025
% Change
|
|
(In thousands)
|
|
2025
|
|
2024
|
|
|
Depreciation and amortization
|
|
$
|
15,828
|
|
|
$
|
19,146
|
|
|
(17)
|
%
|
|
As a percentage of revenue
|
|
9
|
%
|
|
10
|
%
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
2024 to 2025
% Change
|
|
(In thousands)
|
|
2025
|
|
2024
|
|
|
Other expense, net
|
|
$
|
(4,878)
|
|
|
$
|
(1,605)
|
|
|
NM
|
|
As a percentage of revenue
|
|
(3)
|
%
|
|
(1)
|
%
|
|
|
Other expense, net increased by $3.3 million for the year ended December 31, 2025, driven by a $2.1 million change in (loss) gain on disposition of assets ($0.8 million loss recorded during the current year, relative to a $1.3 million gain recorded during the prior year), a $1.6 million increase in loss on partial debt extinguishment associated with the former Notes, and a $0.7 million decrease in other income, largely reflecting less transition services' income from the purchasers of First We Feast and Complex Networks. 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
2024 to 2025
% Change
|
|
(In thousands)
|
|
2025
|
|
2024
|
|
|
Interest expense, net
|
|
$
|
(5,713)
|
|
|
$
|
(6,782)
|
|
|
(16)
|
%
|
|
As a percentage of revenue
|
|
(3)
|
%
|
|
(4)
|
%
|
|
|
Interest expense, net decreased by $1.1 million, or 16%, for the year ended December 31, 2025 driven by less cumulative debt outstanding in 2025 relative to the year-ago period. 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
2024 to 2025
% Change
|
|
(In thousands)
|
|
2025
|
|
2024
|
|
|
Change in fair value of warrant liabilities
|
|
$
|
1,529
|
|
|
$
|
(1,372)
|
|
|
NM
|
|
As a percentage of revenue
|
|
1
|
%
|
|
(1)
|
%
|
|
|
We recorded a gain related to the change in fair value of warrant liabilities of $1.5 million for the year ended December 31, 2025, compared to a loss of $1.4 million for the year ended December 31, 2024.
NM: percentage is not meaningful.
Income tax provision:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
2024 to 2025
% Change
|
|
(In thousands)
|
|
2025
|
|
2024
|
|
|
Income tax provision
|
|
$
|
386
|
|
|
$
|
662
|
|
|
(42)
|
%
|
|
As a percentage of revenue
|
|
-
|
%
|
|
-
|
%
|
|
|
For the year ended December 31, 2025, the Company recorded an income tax expense of $0.4 million related to federal, state, and foreign taxes. The Company's effective tax rate of (0.7)% differs from the statutory rate of 21%
primarily related to a valuation allowance against net deferred tax assets that were not realizable on a more-likely-than-not basis and an income tax provision for foreign taxes.
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.
Reconciliation from Net loss from continuing operations to Adjusted EBITDA
The following table reconciles consolidated net loss from continuing operations to Adjusted EBITDA for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
(In thousands)
|
|
2025
|
|
2024
|
|
2023
|
|
Net loss income from continuing operations
|
|
$
|
(57,334)
|
|
|
$
|
(33,956)
|
|
|
$
|
(55,712)
|
|
|
Income tax provision
|
|
386
|
|
|
662
|
|
|
1,602
|
|
|
Interest expense, net
|
|
5,713
|
|
|
6,782
|
|
|
6,468
|
|
|
Other expense, net
|
|
4,878
|
|
|
1,605
|
|
|
2,990
|
|
|
Depreciation and amortization
|
|
15,828
|
|
|
19,146
|
|
|
20,333
|
|
|
Stock-based compensation
|
|
5,820
|
|
|
5,531
|
|
|
5,282
|
|
|
Change in fair value of warrant liabilities
|
|
(1,529)
|
|
|
1,372
|
|
|
11
|
|
|
Change in fair value of derivative liability
|
|
-
|
|
|
-
|
|
|
(180)
|
|
|
Restructuring1
|
|
3,492
|
|
|
3,179
|
|
|
6,761
|
|
|
Impairment expense2
|
|
30,199
|
|
|
-
|
|
|
-
|
|
|
Transaction-related costs3
|
|
1,089
|
|
|
680
|
|
|
800
|
|
|
Litigation costs4
|
|
-
|
|
|
450
|
|
|
-
|
|
|
Amortization of capitalized interest for content5
|
|
255
|
|
|
-
|
|
|
-
|
|
|
Adjusted EBITDA
|
|
$
|
8,797
|
|
|
$
|
5,451
|
|
|
$
|
(11,645)
|
|
_____________________________
(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
$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
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
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
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 $3.9 million, respectively. Refer to Note 8 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
Cash flows (used in) provided by operating, investing and financing activities from continuing operations were as follows for the periods presented:
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Year Ended December 31,
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(In thousands)
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2025
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2024
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2023
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Cash used in operating activities from continuing operations
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$
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(18,748)
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$
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(5,686)
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$
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(692)
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Cash used in investing activities from continuing operations
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(14,060)
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(12,419)
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(14,723)
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Cash provided by (used in) financing activities
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21,590
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(154,600)
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812
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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
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 million in 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.
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
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
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).