Key Highlights

● Allen Family Digital, LLC purchased 4.3 million newly issued BuzzFeed Class A shares on September 23, 2026 at $1.09 per share, for total consideration of $4,687,000.

● The purchase pushed Allen Family Digital's total holding to 50 million shares, or 55.7% of the Class A shares, out of 89,767,227 shares outstanding after the issuance.

● The share purchase agreement includes registration rights allowing Allen Family Digital to request BuzzFeed file a Form S-3 within 60 days of the purchase, with BuzzFeed bearing the filing expenses.

● This is the third amendment in a series of Schedule 13D filings tracking Byron Allen's steadily increasing ownership stake in BuzzFeed.

Allen Family Digital, LLC, an entity controlled by media executive Byron Allen, disclosed in Amendment No. 3 to its Schedule 13D that it purchased an additional 4.3 million newly Issued Shares of BuzzFeed, Inc. (NASDAQ:BZFD) Class A common stock on September 23, 2026, pushing its total stake to 50 million shares, or 55.7% of the class, a majority position.

The Latest Purchase

Under a share purchase agreement dated and closed the same day, September 23, 2026, Allen Family Digital bought 4,300,000 newly issued Class A shares directly from BuzzFeed at $1.09 per share, for total consideration of $4,687,000, paid by wire transfer of immediately available funds. The agreement required BuzzFeed to represent that it held "good, valid and marketable title to the Shares free and clear of any lien, encumbrance, pledge, charge, security interest," and the company also committed to maintaining its Nasdaq listing compliance.

Resulting Ownership Stake

Following the purchase, Allen Family Digital's total holding reached 50,000,000 shares of Class A common stock, representing 55.7% of the class, a majority stake, out of 89,767,227 Class A shares outstanding after the new issuance. The filing attributes shared voting and dispositive power over all 50 million shares to both the LLC and Byron Allen personally, since Allen is the sole member of Allen Family Digital and is therefore deemed to share beneficial ownership of the securities the entity holds.

Registration Rights

The agreement includes registration rights allowing Allen Family Digital to request that BuzzFeed file a Form S-3 registration statement enabling resale of the shares, with such a request available within 60 days of the purchase, and with BuzzFeed bearing all associated filing expenses. That provision gives Allen a path to eventually sell shares in the public market despite having just acquired them directly from the company.

Representations in the Purchase Agreement

The filing also discloses that Allen Family Digital represented itself as "a sophisticated institution familiar with transactions similar to those contemplated" and specifically acknowledged the risk of potential future stock price decreases, language that limits BuzzFeed's exposure to claims the buyer was misled about Investment risk. The agreement is governed by Delaware law, with exclusive Jurisdiction assigned to the Delaware Court of Chancery for any disputes.

What the Filing Does Not Disclose

The 13D/A does not explain why BuzzFeed chose to issue new shares directly to its controlling Shareholder rather than raising Capital through a public offering or other financing method, nor does it disclose how the company intends to use the roughly $4.7 million in proceeds. It also does not address whether the company's board evaluated alternative financing sources before approving a private Placement to an already-controlling shareholder.

Company Background

BuzzFeed, Inc. is a digital media and entertainment company trading on Nasdaq under the ticker BZFD. Byron Allen, through Allen Family Digital, has been steadily increasing his ownership stake in the company over a series of prior Schedule 13D amendments, of which this filing is the third.

Governance Implications of Majority Control

With Allen Family Digital now holding a majority of BuzzFeed's Class A shares, investors should watch for how that control position affects the composition of BuzzFeed's board and management going forward, whether Allen exercises the newly available registration rights to sell any shares, and whether further private placements to Allen Family Digital follow the pattern established by this and prior amendments.

Crossing the 50% threshold of Class A shares outstanding is a significant milestone in a 13D amendment series, since it formally establishes majority control rather than merely a large minority stake. The filing does not address whether this changes BuzzFeed's status as a controlled company under Nasdaq listing rules, which can affect governance requirements such as the composition of board committees, and investors should watch subsequent disclosures for any related governance changes tied to that status.