bzfd-20260220

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 20, 2026

BuzzFeed, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39877	85-3022075
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

50 West 23rd Street

New York, New York 10010

(Address of registrant’s principal executive offices, and zip code)

(646) 397-2039

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨			Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.0001 par value per share

BZFD

The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of approximately $46.00 per share

BZFDW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Under the Credit Agreement, dated as of May 23, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), BuzzFeed, Inc. (the “Company”), BuzzFeed Media Enterprises, Inc., a wholly-owned subsidiary of the Company, and certain of the Company’s other domestic and Canadian subsidiaries as borrowers and guarantors (the “Borrowers”) were required to repay $5.0 million of principal on February 20, 2026 to the financial institutions party thereto (the “Lenders”). On February 20, 2026, the Lenders and Sound Point Agency LLC, as agent for the Lenders, consented to amend Section 2.05(b)(iii) of the Credit Agreement by deleting “February 20, 2026” as the due date for the repayment of the $5 million of principal and inserting instead “February 27, 2026” (the “Consent Letter”).

If the $5.0 million payment is not made when due, and remains unpaid following the expiration of any applicable cure period as defined in the Credit Agreement, an event of default would occur. Such a default, absent a waiver or amendment from the Lender, would permit the Lender to exercise its contractual remedies, subject to the terms and conditions of the Credit Agreement. For further information regarding the Credit Agreement's terms, refer to the Current Report filed on Form 8-K dated May 23, 2025.

The foregoing description of the Consent Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Consent Letter, which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
10.1						Consent Letter, dated February 20, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:	2/24/2026
		BuzzFeed, Inc.

		By:	/s/ Jonah Peretti
			Name: Jonah Peretti
			Title: Chief Executive Officer

Exhibit 10.1

Execution Version

February 20, 2026

BuzzFeed Media Enterprises, Inc. 50 West 23rd Street, 6th Floor New York, New York 10010 Attention: David Arroyo

Re: Consent Letter (this “Letter”)

Reference is hereby made to that certain Credit Agreement, dated as of May 23, 2025 (as amended by that certain Amendment No. 1 to the Credit Agreement dated as of July 31, 2025, as amended by that certain Amendment No. 2 to Credit Agreement dated as of August 25, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among BuzzFeed Media Enterprises, Inc., a Delaware corporation (the “Borrower Agent”), the other Borrowers party thereto, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Sound Point Agency LLC (“Sound Point”), as administrative agent (together with successors and assigns, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

Background

Under Section 2.05(b)(iii) of the Credit Agreement, the Borrowers are required to repay the Loans on February 20, 2026, in a principal amount equal to $5,000,000. The Loan Parties have requested that the Agent and the Lender defer the payment date set forth in Section 2.05(b)(iii) of the Credit Agreement from February 20, 2026 to February 27, 2026.

Consent

Subject to the terms of this Letter and satisfaction of the conditions set forth below, the Agent and the Lender hereby consent to the following amendment to the Credit Agreement: Section 2.05(b)(iii) of the Credit Agreement is hereby amended by deleting the date "February 20, 2026" and inserting "February 27, 2026" in lieu thereof.

Conditions to Effectiveness

This consent letter shall become effective upon the date that the Agent has confirmed satisfaction of the following conditions: (i) the Agent's receipt of one or more counterparts of this consent letter executed by the Borrower Agent, each other Borrower and the Lender; and (ii) the entry by the Borrower Agent, the Agent and the Reporting Agent into the Reporting Agent Engagement Letter.

Miscellaneous

This Letter shall be governed by and construed in accordance with the internal laws of the State of New York. This Letter may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Letter by facsimile transmission, e-mail delivery of a “.pdf” format data file or other electronic copy (e.g.,

DocuSign) shall be as effective as delivery of a manually executed counterpart hereof. In case any provision in this Letter shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Letter, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The provisions of Article 1 (Definitions) and Article 11 (General Provisions) of the Credit Agreement will apply with like effect to this Letter and any dispute arising hereunder.

The execution, delivery and effectiveness of this Letter shall not, except as expressly provided herein, be deemed to be an amendment or modification of, or operate as a waiver of, any provision of the Credit Agreement or any other Loan Document or any right, power or remedy of the Lenders, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of the Credit Agreement or any other Loan Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Default or Event of Default under any of the foregoing, in each case whether arising before or after the date hereof or as a result of performance thereunder.

[Signature Pages Follow]

SOUND POINT AGENCY LLC, as

Administrative Agent

By: /s/ Vincent A D’Arpino

Name: Vincent A D'Arpino

Title: Authorized Signatory

BANNER COMMERCIAL FUNDING

(CAYMAN) L.P., as Lender

By: /s/ Vincent A D’Arpino

Name: Vincent A D'Arpino

Title: Authorized Signatory

BORROWERS:

BUZZFEED MEDIA ENTERPRISES, INC.