If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
(1)The amount in rows 8 and 10 represents shares of Class B Common Stock, which are convertible into shares of the Issuer's Class A Common Stock at any time at the election of the holder on a one-for-one basis. All Class B Common Stock held by Jonah Peretti, LLC may be deemed to be beneficially owned by Jonah Peretti as the sole member of Jonah Peretti, LLC. (2) The percentage reported in row 13 is calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 (as amended, the "Act") based on: (i) the aggregate number of securities beneficially owned by the Reporting Person assuming conversion of the Class B Common Stock into Class A Common Stock (and excluding the conversion of shares of Class B Common Stock held by other persons); plus (ii) the number of securities, if any, that the Reporting Person has a right to acquire within 60 days of May 11, 2026, which shall be treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. An aggregate of: (i) 36,296,018 shares of Class A Common Stock; (ii) 1,342,709 shares of Class B Common Stock; and (iii) no shares of Class C Common were outstanding as of May 6, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the Securities and Exchange Commission on May 11, 2026 (the "3/31/26 10-Q"). On May 11, 2026, BuzzFeed, Inc. (the "Issuer") entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Allen Family Digital, LLC ("AFD"), pursuant to which the Issuer agreed to issue and sell to AFD 40,000,000 shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock") (the "Transaction"), the closing of which (the "Closing") is expected to occur on or around May 26, 2026 (the "Closing Date"). Giving pro forma effect to the Stock Purchase Agreement, the total number of shares of Class A Common Stock outstanding would be 77,605,372, and Jonah Peretti, LLC would beneficially own approximately 1.7% of the Class A Common Stock outstanding.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The amount in rows 8 and 10 represents shares of Class B Common Stock, which are convertible into shares of the Issuer's Class A Common Stock at any time at the election of the holder on a one-for-one basis. All Class B Common Stock held by Jonah Peretti, LLC may be deemed to be beneficially owned by Jonah Peretti as the sole member of Jonah Peretti, LLC. (2) With respect to the amount in row 11, Jonah Peretti has been granted an irrevocable proxy by Johnson BF, LLC and John S. Johnson, III for voting power of an aggregate total of 1,049,061 shares of Class A Common Stock included in this total. See description of the Holder Voting Agreement in Item 6 (Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer) of the Schedule 13D, as amended hereby, concerning the ability of Jonah Peretti to direct the vote of the shares held by Johnson BF, LLC and John S. Johnson, III (the "Holder Voting Agreement"). In connection with the Transaction, the Holder Voting Agreement was terminated, effective as of the Closing. (3) The amount in row 11 includes (i) an aggregate 1,049,061 of the Issuer's Class A Common Stock held in connection with the Holder Voting Agreement; (ii) 1,309,354 shares of the Issuer's Class B Common Stock; (iii) an aggregate of 35,694 RSUs which vested on February 24, 2026 and May 1, 2026; and (iv) 275,999 options to purchase Class A Common Stock which vested on February 1, 2026 and May 1, 2026. (4) The percentage reported in row 13 is calculated in accordance with Rule 13d-3 of the Act based on: (i) the aggregate number of securities beneficially owned by the Reporting Person assuming conversion of the Class B Common Stock into Class A Common Stock (and excluding the conversion of shares of Class B Common Stock held by other persons); plus (ii) the number of securities, if any, that the Reporting Person has a right to acquire within 60 days of May 11, 2026, which shall be treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. An aggregate of: (i) 36,296,018 shares of Class A Common Stock; (ii) 1,342,709 shares of Class B Common Stock; and (iii) no shares of Class C Common were outstanding as of May 6, 2026, as reported by the Issuer in the 3/31/26 10-Q. In connection with the Stock Purchase Agreement, the Issuer agreed to issue and sell to AFD 40,000,000 shares Class A Common Stock. Giving pro forma effect to the Stock Purchase Agreement, the total number of shares of Class A Common Stock outstanding for purposes of calculating Mr. Peretti's beneficial ownership would be 77,917,065, and Mr. Peretti would beneficially own approximately 2.1% of the Class A Common Stock outstanding.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) With respect to row 10 Johnson BF, LLC and John S. Johnson, III have granted an irrevocable proxy to Jonah Peretti for voting power of an aggregate total of 1,049,061 shares of Class A Common Stock beneficially owned by the Reporting Persons, which amount includes the shares reported in row 11, above. In connection with the Transaction, the Holder Voting Agreement was terminated, effective as of the Closing. See description of the Holder Voting Agreement in Item 6 (Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer) of the Schedule 13D, as amended hereby, concerning the ability of Jonah Peretti to direct the vote of the shares held by Johnson BF, LLC and John S. Johnson, III. (2) With respect to row 11 this number represents shares of Class A Common Stock. All Class A Common Stock held by Johnson BF, LLC may be deemed to be beneficially owned by John S. Johnson, III as the sole member of Johnson BF, LLC. (3) The percentage reported in row 13 is calculated in accordance with Rule 13d-3 of the Act based on: (i) the aggregate number of securities beneficially owned by the Reporting Person; plus (ii) the number of securities, if any, that the Reporting Person has a right to acquire within 60 days of May 11, 2026, which shall be treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. An aggregate of: (i) 36,296,018 shares of Class A Common Stock; (ii) 1,342,709 shares of Class B Common Stock; and (iii) no shares of Class C Common were outstanding as of May 6, 2026, as reported by the Issuer in the 3/31/26 10-Q. In connection with the Stock Purchase Agreement, the Issuer agreed to issue and sell to AFD 40,000,000 shares Class A Common Stock. Giving pro forma effect to the Stock Purchase Agreement, the total number of shares of Class A Common Stock outstanding for purposes of calculating Johnson BF, LLC's beneficial ownership would be 77,605,372, and Johnson BF, LLC would beneficially own approximately 1.3% of the Class A Common Stock outstanding.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) With respect to row 10 Johnson BF, LLC and John S. Johnson, III have granted an irrevocable proxy to Jonah Peretti for voting power of an aggregate total of 1,049,061 shares of Class A Common Stock beneficially owned by the Reporting Persons. See description of the Holder Voting Agreement in Item 6 (Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer) of the Schedule 13D, as amended hereby, concerning the ability of Jonah Peretti to direct the vote of the shares held by Johnson BF, LLC and John S. Johnson, III. In connection with the Transaction, the Holder Voting Agreement was terminated, effective as of the Closing. (2) With respect to row 11 this number respresents 1,041,195 shares of Class A Common Stock indirectly held by the Reporting Person through Johnson BF, LLC. All Class A Common Stock held by Johnson BF, LLC may be deemed to be beneficially owned by John S. Johnson, III as the sole member of Johnson BF, LLC. (3) Represents 1,041,195 shares of Class A Common Stock indirectly held by the Reporting Person through Johnson BF, LLC. All Class A Common Stock held by Johnson BF, LLC may be deemed to be beneficially owned by John S. Johnson, III as the sole member of Johnson BF, LLC. (4) The percentage reported in row 13 is calculated in accordance with Rule 13d-3 of the Act based on: (i) the aggregate number of securities beneficially owned by the Reporting Person; plus (ii) the number of securities, if any, that the Reporting Person has a right to acquire within 60 days of May 11, 2026, which shall be treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. An aggregate of: (i) 36,296,018 shares of Class A Common Stock; (ii) 1,342,709 shares of Class B Common Stock; and (iii) no shares of Class C Common were outstanding as of May 6, 2026, as reported by the Issuer in the 3/31/26 10-Q. In connection with the Stock Purchase Agreement, the Issuer agreed to issue and sell to AFD 40,000,000 shares Class A Common Stock. Giving pro forma effect to the Stock Purchase Agreement, the total number of shares of Class A Common Stock outstanding for purposes of calculating Mr. Johnson's beneficial ownership would be 77,605,372, and Mr. Johnson would beneficially own approximately 1.4% of the Class A Common Stock outstanding.


SCHEDULE 13D


 
Jonah Peretti, LLC
 
Signature:/s/ Jonah Peretti
Name/Title:Jonah Peretti, Authorized Person
Date:05/13/2026
 
Jonah Peretti
 
Signature:/s/ Jonah Peretti
Name/Title:Jonah Peretti
Date:05/13/2026
 
Johnson BF, LLC
 
Signature:/s/ John S. Johnson, III
Name/Title:John S. Johnson, III, Authorized Person
Date:05/13/2026
 
John S. Johnson, III
 
Signature:/s/ John S. Johson, III
Name/Title:John S. Johnson, III
Date:05/13/2026