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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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BuzzFeed, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
David Arroyo, Esq. c/o BuzzFeed, Inc., 50 West 23rd Street New York, NY, 10010 646-397-2039 Michael Levitt, Esq. Freshfields US LLP, 175 Greenwich Street, 51st Floor New York, NY, 10007 212-277-400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/11/2026 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Jonah Peretti, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,309,354.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Jonah Peretti | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,670,108.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Johnson BF, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,041,195.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
John S. Johnson, III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,049,061.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
BuzzFeed, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
David Arroyo, Esq., c/o BuzzFeed, Inc., 50 West 23rd Street, New York,
NEW YORK
, 10010. | |
Item 1 Comment:
Copy to:
Michael Levitt, Esq.
Paul K. Humphreys, Esq.
Freshfields US LLP
3 World Trade Center
175 Greenwich Street, 51st Floor
New York, NY 10007
(212) 277-4000 | ||
| Item 2. | Identity and Background | |
| (c) | Item 2(c) of the Schedule 13D is hereby amended and restated as follows:
(c) In connection with the Transaction (as defined in Item 6), Jonah Peretti resigned as Chief Executive Officer and Chairman of the Board on May 11, 2026, effective as of the Closing (as defined in Item 6). Mr. Peretti will remain on the Board as a Class I director and is expected to transition to a new role as President of BuzzFeed AI. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the below:
The information provided and incorporated by reference in Item 6 of the Schedule 13D is hereby incorporated by reference. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the below:
On May 11, 2026, 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 Class A Common Stock at a purchase price of $3.00 per share of Class A Common Stock, for aggregate consideration of $120.0 million (the "Transaction") comprised of (i) $20.0 million in cash to be paid to the Issuer at closing of the Transaction (the "Closing") and (ii) a five-year secured promissory note (the "Promissory Note") in the principal amount of $100.0 million. The Transaction is expected to close on or around May 26, 2026 (the "Closing Date").
In connection with the Transaction, Jonah Peretti, LLC agreed to convert all 1,309,354 of its shares of the Issuer's Class B Common Stock into Class A Common Stock effective as of the Closing (the "Stock Conversion"). Based on 36,296,018 shares of Class A Common Stock outstanding as of May 5, 2026 and, after giving effect to the Transaction (including the Stock Conversion), Jonah Peretti, LLC would beneficially own approximately 2.1% of the Issuer's outstanding Class A Common Stock and none of the Issuer's outstanding Class B Common Stock and AFD would beneficially own approximately 52% of the Issuer's outstanding Class A Common Stock.
Also on May 11, 2026, the Issuer, AFD and Jonah Peretti, LLC entered into a Director Appointment Agreement (the "Director Appointment Agreement"), pursuant to which, effective as of the Closing, the Board will be expanded from four to eight directors and, following the 2026 annual meeting of the Issuer's shareholders (the "2026 Annual Meeting"), to nine directors with three directors serving in each class. Pursuant to the Director Appointment Agreement, (i) AFD has the right to appoint (A) five directors as of the Closing and one additional director following the 2026 Annual Meeting provided AFD beneficially owns more than 40% of the Issuer's then-outstanding common stock and (B) a majority of the directors provided AFD beneficially owns less than 40% but equal to or more than 20% of the Issuer's then-outstanding common stock and (ii) Jonah Peretti, LLC has the right to appoint one director, who initially will be Mr. Peretti. Following the expiration of Mr. Peretti's current term as a Class I director of the Board and if the Issuer is required to have a majority of independent directors pursuant to applicable listing rules, Mr. Peretti's appointee will be required to be independent. In addition, each of AFD and Jonah Peretti, LLC has agreed pursuant to the Director Appointment Agreement to vote all shares of Issuer common stock beneficially owned by such party in favor of the other party's director nominees.
In connection with the Transaction, the Holder Voting Agreement among Jonah Peretti, Johnson BF, LLC and John S. Johnson, III is expected to terminate, effective as of the Closing.
The foregoing descriptions of the Stock Purchase Agreement, the Promissory Note and the Director Appointment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Stock Purchase Agreement, the Promissory Note and the Director Appointment Agreement, copies of which are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this Amendment No. 2 and are incorporated herein by reference.
The information provided and incorporated by reference in Item 4 of the Schedule 13D is hereby incorporated by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented to add the following:
Exhibit 99.1: Stock Purchase Agreement, dated May 11, 2026, between BuzzFeed, Inc. and Allen Family Digital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on May 11, 2026).
Exhibit 99.2: Form of Promissory Note (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on May 11, 2026).
Exhibit 99.3: Director Appointment Agreement, dated May 11, 2026, by and among BuzzFeed, Inc., Allen Family Digital, LLC, and Jonah Peretti (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on May 11, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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