BuzzFeed (BZFD) FY2025 10-K Risk Factors: 11 New, 11 Dropped

What the changes say

BuzzFeed faces substantial going concern doubt with $8.5 million in cash and rising net losses of $57.3 million.

What changed since the prior 10-K

New

NewRisks Related to Our Business and Industry
There is substantial doubt about our ability to continue as a going concern
There is substantial doubt about our ability to continue as a going concern.
NewRisks Related to Our Business and Industry
We have recurring net losses and anticipate continuing to incur losses in the near-term. As of, and for the year ended, December 31, 2025, we had cash and cash equivalents of $8.5 million and an accumulated deficit of $679.6 million, along with cash used in operations of $18.7 million and a net loss of $57.3 million
We reported a net loss of $57.3 million and cash and cash equivalents of $8.5 million as of December 31, 2025.
NewRisks Related to Our Business and Industry
AI-enabled search functionality has the potential to disrupt traffic, monetization, and content visibility, particularly for our news operations
AI-enabled search functionality like Google's AI Overviews may reduce referral traffic and advertising revenue for our news operations.
NewRisks Related to Our Business and Industry
pursuant to lending arrangements with a closed financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected
We held historical deposits exceeding FDIC insurance limits with a closed financial institution.
NewRisks Related to Our Business and Industry
Litigation or governmental investigations can impact our business practices and operating results
We face litigation and regulatory investigations regarding defamation, consumer class actions, and labor matters.
NewRisks Related to Our Business and Industry
We may not be able to successfully develop or launch new applications, and even if launched, these initiatives may incur losses for an extended period
We may fail to successfully develop new applications or incur extended losses trying to launch them.
NewRisks Related to Our Business and Industry
We may not obtain the expected benefits of the incubator financing structure and may incur additional costs
We are utilizing an incubator financing structure called Branch Office to fund applications, introducing governance and resource complexities.
NewRisks Related to Financial and Accounting Matters
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis
We are remediating a material weakness in our internal control over financial reporting.
NewRisks Related to Financial and Accounting Matters
In 2022, we recorded material charges related to the impairment of our goodwill and certain long-lived assets
We held approximately $13.1 million of goodwill and $10.2 million of acquired intangible assets as of December 31, 2025.
NewRisks Related to Financial and Accounting Matters
$45.0 million aggregate principal amount of indebtedness associated with the Term Loan remains outstanding as of December 31, 2025
We have $45.0 million of indebtedness associated with the Term Loan remaining outstanding as of December 31, 2025.
NewRisks Related to Ownership of Our Securities
Our outstanding warrants are significantly out of the money, and it is likely they will expire worthless
Our public warrants have an exercise price of approximately $46.00 and will likely expire worthless as they are out of the money.

Dropped

DroppedRisks Related to Our Business and Industry
We may not be able to successfully execute on our planned build of a new social media platform and, even if successful, the initiative may lose money over the near to medium term
DroppedRisks Related to Our Business and Industry
already dominate. The failure to effectively engage and retain users could result in lower-than-expected platform growth, impacting our financial performance and the initiative’s long-term viability
DroppedRisks Related to Our Business and Industry
our debt, we may not have the funds on hand to make such payment within 35 business days of such a fundamental change and, in that event, may not be able to fulfill our repurchase obligation, leading to a potential event of default under the Notes
Risks of building a new social media platform.
DroppedRisks Related to Our Business and Industry
able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers
Technological and operational challenges in building platform infrastructure.
DroppedRisks Related to Financial and Accounting Matters
We have recorded significant impairment charges in the past and could do so again in the future, which could have a material adverse impact on our results of operations
DroppedRisks Related to Financial and Accounting Matters
forecast of continuing losses associated with the use of the asset; and current expectations that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life
DroppedRisks Related to Financial and Accounting Matters
Restrictions imposed by the indenture governing the Notes could adversely affect our operating flexibility. We may need to seek amendments to the indenture in some cases in order to take actions, which are otherwise limited by the covenants contained therein, and our noteholders may not agree to such amendments
DroppedRisks Related to Financial and Accounting Matters
The Notes may impact our financial results, result in the dilution of our stockholders, create downward pressure on the price of our Class A common stock, and restrict our ability to raise additional capital or take advantage of future opportunities
DroppedRisks Related to Ownership of Our Securities
There can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless
DroppedRisks Related to Ownership of Our Securities
financial performance, or growth. Stock prices of many digital native and technology companies have historically been highly volatile
Risk of not having funds to repurchase Notes upon a fundamental change.
DroppedRisks Related to Legal and Regulatory Matters
application and registration costs as well as the costs of defending, maintaining and enforcing those rights. We may be required to protect our rights in an increasing number of countries, a process that is expensive and may not be successful

Reworded

97% rewrittenRisks Related to Financial and Accounting Matters
Our current or future debt obligations may restrict our business operations
Updated debt figures to show $58.4 million in carrying indebtedness, including the new Term Loan and film financing arrangements.
83% rewrittenRisks Related to Ownership of Our Securities
The market price of our securities is volatile, which may increase the risk of securities-related litigation, or cause the loss of part or all of holders’ investments
Added that stock price volatility may increase the risk of securities-related litigation.
76% rewrittenRisks Related to Financial and Accounting Matters
We may require additional capital to support our operations and we cannot be certain that this capital will be available on reasonable terms when required, or at all
Updated to reflect that the U.S. Federal Reserve cut benchmark interest rates in 2024 and 2025.
73% rewrittenRisks Related to Our Business and Industry
Changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue
Minor punctuation and wording adjustments regarding content changes and strategic initiatives without changing core meaning.
60% rewrittenRisks Related to Ownership of Our Securities
If we fail to comply with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted
Added notice received on March 2, 2026 regarding Nasdaq minimum bid price deficiency below $1.00 per share.
54% rewrittenRisks Related to Our Business and Industry
We have incurred operating losses in the past, may incur operating losses in the future, and may not achieve or maintain profitability in the future
Updated financial figures for fiscal year 2025, showing a net loss of $57.3 million and a 2% revenue decrease.
51% rewrittenRisks Related to Our Business and Industry
Our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers, and standards, including mobile operating systems, streaming tools, networks, and standards that we do not control
Retained the risk regarding mobile operating systems, streaming tools, and web browser compatibility without substantive changes.
47% rewrittenRisks Related to Ownership of Our Securities
Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock
Added specific references to the 2021 Equity Incentive Plan and potential dilution from RSUs and stock options.
41% rewrittenRisks Related to Our Business and Industry
We may not realize the expected financial and operational benefits of our restructuring plans, and the implementation may negatively impact our business
Was: We may not realize the expected financial and operational benefits of our recently announced restructuring plan, and its implementation may negatively impact our business
39% rewrittenRisks Related to Legal and Regulatory Matters
Some of our employees are unionized, and our business and results of operations could be adversely affected if labor agreements were to further restrict our ability to maximize the efficiency of our operations
38% rewrittenRisks Related to Legal and Regulatory Matters
Our intellectual property rights are valuable, and any inability to protect, or challenges to, them could reduce the value of our content, services, and brand

All 59 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Industry

01There is substantial doubt about our ability to continue as a going concernNew
02We have recurring net losses and anticipate continuing to incur losses in the near-term. As of, and for the year ended, December 31, 2025, we had cash and cash equivalents of $8.5 million and an accumulated deficit of $679.6 million, along with cash used in operations of $18.7 million and a net loss of $57.3 millionNew
03We derive a significant portion of our revenue from advertising products and our relationships with our advertising partners
04If we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed
05AI-enabled search functionality has the potential to disrupt traffic, monetization, and content visibility, particularly for our news operationsNew
06If the market for digital advertising develops more slowly or differently than we expect, our business, growth prospects, and financial condition could be adversely affected
07Adverse economic conditions in the U.S. and globally, including the potential onset of recession, could have a negative effect on our business, results of operations, financial condition, and liquidity
08The levels of our traffic to, and engagement with, our brands and content are critical to our success
09If we do not consistently produce high quality content and products in a timely manner, our revenue may be materially and negatively impacted
10Changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue73% rewritten
11A portion of our online traffic is generated from other third-party platforms and Internet search engines. Declines in referrals from third-party platforms could therefore cause our revenue to decline
12We have incurred operating losses in the past, may incur operating losses in the future, and may not achieve or maintain profitability in the future54% rewritten
13Acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments could disrupt our business and harm our financial condition and operating results
14Our applications of AI generally may not be successful, which may impair our ability to compete effectively, result in reputational harm and have a material adverse impact on our operating results
15We may not realize the expected financial and operational benefits of our restructuring plans, and the implementation may negatively impact our business41% rewritten
16The loss of key personnel, management having limited public company experience, or our failure to attract and retain other highly qualified personnel in the future, could harm our business
17Further, if our diversity and inclusion efforts are perceived as insufficient, on the one hand, or overdone, on the other hand, we may not be able to attract and retain talent, we may be subject to investigations, litigation, and other proceedings, and our brand and reputation and stock price may be harmed
18Use of content creators and on-camera talent may materially and adversely affect our reputation
19Relationships with third parties managing certain of our branded operations outside of the U.S. may materially and adversely affect our reputation
20Our financial results have fluctuated in the past and will fluctuate in the future
21Our business and operating results may be harmed by a disruption in our service, or by our failure to timely and effectively scale and adapt our existing technology and infrastructure
22We track certain performance metrics with internal tools and do not independently verify such metrics. Certain of our performance metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business
23If we fail to effectively invest in our business, operating results could be harmed
24Some of our services contain open-source software, and we license some of our software through open-source projects, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative effect on our business
25Our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers, and standards, including mobile operating systems, streaming tools, networks, and standards that we do not control51% rewritten
26pursuant to lending arrangements with a closed financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affectedNew
27Audience loyalty and brand reputation, and in turn ad revenue, may be adversely impacted amid growing skepticism towards traditional media
28International Challenges and Risks
29Our flexible working arrangements may have an adverse effect on our business
30Our business is subject to the risks of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by man-made problems such as terrorism
31Litigation or governmental investigations can impact our business practices and operating resultsNew
32We may not be able to successfully develop or launch new applications, and even if launched, these initiatives may incur losses for an extended periodNew
33We may not obtain the expected benefits of the incubator financing structure and may incur additional costsNew

Risks Related to Financial and Accounting Matters

34A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basisNew
35In 2022, we recorded material charges related to the impairment of our goodwill and certain long-lived assetsNew
36We may require additional capital to support our operations and we cannot be certain that this capital will be available on reasonable terms when required, or at all76% rewritten
37Our current or future debt obligations may restrict our business operations97% rewritten
38$45.0 million aggregate principal amount of indebtedness associated with the Term Loan remains outstanding as of December 31, 2025New
39Our warrants that are accounted for as liabilities and the changes in value of our warrants could have a material effect on the market price of our common stock or our financial results
40Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
41Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the U.S

Risks Related to Ownership of Our Securities

42Our outstanding warrants are significantly out of the money, and it is likely they will expire worthlessNew
43We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to the holder, thereby making the warrants worthless
44The market price of our securities is volatile, which may increase the risk of securities-related litigation, or cause the loss of part or all of holders’ investments83% rewritten
45The multi-class structure of our common stock has the effect of concentrating voting power with our Chief Executive Officer, which limits other stockholders’ ability to influence the outcome of important transactions, including a change in control
46Anti-takeover provisions contained in our certificate of incorporation, as well as provisions of Delaware law, could impair a takeover attempt
47These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in our board of directors or our management
48Our common stock market price and trading volume could decline if securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business
49If we fail to comply with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted60% rewritten
50Unless our common stock continues to be listed on a national securities exchange or quoted on Nasdaq, it will become subject to the so-called “penny stock” rules that impose restrictive sales practice requirements
51Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock47% rewritten
52We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements

Risks Related to Legal and Regulatory Matters

53From time to time, we may be subject to legal proceedings, regulatory disputes, and governmental investigations that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, financial condition, and operating results
54Our intellectual property rights are valuable, and any inability to protect, or challenges to, them could reduce the value of our content, services, and brand38% rewritten
55We may become party to intellectual property rights claims that are expensive and time consuming to defend, and, if resolved adversely, could have a significant impact on our business, financial condition, or operating results
56Our business is subject to various laws and regulations of local and foreign jurisdictions with respect to privacy and the collection and processing of personal data and information, as well as laws and regulations with respect to consumer marketing practices
57We are subject to changing laws and regulations regarding regulatory matters, corporate governance, and public disclosure that have increased our costs and the risk of non-compliance
58Compliance obligations under the Sarbanes-Oxley Act may require substantial financial and management resources
59Some of our employees are unionized, and our business and results of operations could be adversely affected if labor agreements were to further restrict our ability to maximize the efficiency of our operations39% rewritten

Other BuzzFeed 10-Ks

FY2024 10-K risk factors
59 risks
BuzzFeed faces significant digital advertising competition and heavy reliance on third-party referral traffic platforms like Google and Meta.
Filed Mar 14, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.