Debt

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

Debt

Debt

Revolving Credit Facility

On December 30, 2020, the Company entered into a three-year, $50.0 million, revolving loan and standby letter of credit facility agreement, which was amended and restated on December 3, 2021 in connection with the closing of the Business Combination, further amended and restated on December 15, 2022, and amended on each of June 29, 2023 and September 26, 2023 (i.e., the Revolving Credit Facility). Among other things, the Revolving Credit Facility provided for the issuance of up to $15.5 million of standby letters of credit, which were issued during the three months ended March 31, 2021 in favor of certain of the Company’s landlords. On February 21, 2024, in connection with the Complex Disposition discussed within Note 18 herein, the Company terminated the Revolving Credit Facility, except for the $15.5 million in letters of credit outstanding, which were cash collateralized in the amount of $17.1 million and resulted in restricted cash classification on the condensed consolidated balance sheet as of March 31, 2024. However, during the second quarter of 2024, the Company terminated the $15.5 million in letters of credit outstanding under the Revolving Credit Facility, resulting in the full termination of the Revolving Credit Facility (and therefore there was no further restricted cash classification).

Standby Letters of Credit

During the second quarter of 2024, the Company entered into an agreement with a financial institution for standby letters of credit in the amount of $15.5 million, which were issued during the second quarter of 2024 in favor of certain of the Company’s landlords and remain outstanding as of September 30, 2025. Additionally, during the first quarter of 2025, the Company entered into an agreement with a financial institution for a standby letter of credit in the amount of approximately $2.9 million, which was issued in the first quarter of 2025 in favor of the Company’s landlord for its new corporate headquarters, and remains outstanding as of September 30, 2025. Refer to Note 13 herein for additional details with respect to this new lease.

Convertible Notes

In June 2021, in connection with the entry into the merger agreement pursuant to which the Business Combination was consummated, the Company entered into subscription agreements with certain investors to sell $150.0 million aggregate principal amount of unsecured convertible notes due 2026 (i.e., the Notes). In connection with the closing of the Business Combination, the Company issued, and those investors purchased, the Notes, which were governed by an indenture, dated December 3, 2021, which was amended on each of July 10, 2023, February 28, 2024, October 28, 2024, and December 10, 2024 (the “Indenture”). The Notes were convertible into shares of our Class A common stock at an initial conversion price of approximately $50.00 and bore interest at a rate of 8.50% per annum, payable semi-annually.

On March 7, 2024, in connection with the Complex Disposition, the Company repurchased approximately $30.9 million of the $150.0 million Notes. In connection with the repurchase, the Company determined the modified debt terms were not substantially different from the original terms and applied modification accounting. The Company derecognized approximately 20.6% of the unamortized debt discount and issuance costs, which resulted in an approximately $4.9 million loss on partial debt extinguishment that was attributed to the discontinued operation from the Complex Disposition. Additionally, on June 21, 2024, the Company repurchased approximately $0.3 million of the Notes in connection with an asset sale.

The Company repurchased the following amounts of Notes in December 2024: $12.0 million pursuant to a private repurchase transaction, $1.2 million pursuant to redemptions / repurchases, and $75.6 million utilizing 95% of the net proceeds received from the First We Feast Disposition. In connection with the aforementioned repayments (repurchases), the Company determined the modified debt terms were not substantially different from the original terms and applied modification accounting, utilizing the original cash flows in the cash flow test since the debt was modified more than once in one year. The Company derecognized approximately 74.7% of the unamortized debt discount and issuance costs, which resulted in an approximately $10.8 million loss on partial debt extinguishment, of which $6.9 million was attributed to the discontinued operation from the First We Feast Disposition and the remainder was attributed to continuing operations.

Pursuant to the fourth supplemental Indenture, on January 31, 2025, the Company paid a cash fee of $0.9 million to the Trustee (as defined in the Indenture) for the benefit of all holders of the Notes then-outstanding, thereby extending the earliest date that the Optional Repurchase Notices (as defined in the Indenture) may be delivered to the Company to March 31, 2025. On February 25, 2025, approximately $0.3 million of Notes were repurchased in connection with

proceeds received from a previous asset sale. On March 31, 2025, pursuant to the fourth supplemental Indenture, the Company paid a cash fee of approximately $1.2 million to the Trustee (as defined in the Indenture) for the benefit of all holders of the Notes then-outstanding, thereby extending the earliest date that the Optional Repurchase Notices (as defined in the Indenture) may be delivered to the Company to May 31, 2025. As a result of the aforementioned repurchases / payments, the Company determined the modified debt terms were not substantially different from the original terms and applied modification accounting, utilizing the original cash flows in the cash flow test since the debt was modified more than once in one year. The Company derecognized approximately 1% of the unamortized debt discount and issuance costs, which resulted in an approximately $nil loss on partial debt extinguishment.

On June 3, 2025, the Company redeemed all of the remaining Notes for approximately $30.9 million, consisting of $29.7 million of principal and $1.2 million of accrued interest. The Indenture has been satisfied and discharged in full, except for those provisions that expressly survive as provided in Section 3.01 of the Indenture, including without limitation, Section 7.06 of the Indenture. The Company recorded a loss on early extinguishment of debt of approximately $5.5 million for the nine months ended September 30, 2025, which was recorded within other expense (income), net.

Interest expense on the Notes was recognized at an effective interest rate of approximately 23% and totaled $1.5 million for the three months ended September 30, 2024, and $2.1 million and $4.2 million for the nine months ended September 30, 2025 and 2024, respectively, of which amortization of the debt discount and issuance costs comprised $0.5 million for the three months ended September 30, 2024, and $1.0 million and $1.5 million for the nine months ended September 30, 2025 and 2024, respectively. The effective interest rate of approximately 23% was remeasured in connection with the aforementioned modification accounting in the first quarter of 2025, and assumed a maturity date of December 3, 2026.

The net carrying amount of the Notes as of September 30, 2025 and December 31, 2024 was:

	September 30, 2025		December 31, 2024
Principal outstanding	$	—	$	30,000
Unamortized debt discount and issuance costs	—		(4,482)
Net carrying value	$	—	$	25,518

The fair value of the Notes as of December 31, 2024 approximated the face value (principal amount outstanding) and was estimated using Level 3 inputs.

Term Loan

On May 23, 2025 (the “Closing Date”), the Company entered into a credit agreement (the “Credit Agreement”) with a financial institution that provides for, among other things, an asset-backed term loan (i.e., the Term Loan), with a commitment amount of the greater of $40.0 million and a borrowing base calculated as a percentage of the face amount of certain eligible receivables, plus an overadvance amount of up to $25.0 million from August 25, 2025 through February 20, 2026, as discussed below, $20.0 million through August 31, 2026, and thereafter $10.0 million until the second anniversary of the Closing Date, and $5.0 million thereafter. The Company borrowed $40.0 million on the Closing Date. The Term Loan matures on May 23, 2028, and bears interest at the rate of Secured Overnight Financing Rate (“SOFR”), plus 6.5% per annum, subject to a SOFR floor of 3.5% (the interest rate was approximately 11% at September 30, 2025). The Company is required to repay $15.0 million of the Term Loan on August 31, 2026, upon the contractual expiration of certain of its outstanding standby letters of credit. The Term Loan is guaranteed by certain of the Company’s domestic and Canadian subsidiaries. The Term Loan’s lender has a first lien on substantially all assets of the Company and the Guarantors (as defined in the Credit Agreement). Pursuant to the Credit Agreement, the Company must maintain minimum liquidity of $5.0 million. No other financial maintenance covenants are applicable, and the Company was in compliance with the aforementioned covenant as of September 30, 2025.

On August 25, 2025, the Company entered into the Amendment No. 2 to Credit Agreement (the “Second Amended Credit Agreement,” as amended, supplemented, or otherwise modified from time to time prior to the Second Amended Credit Agreement, the “Credit Agreement”), which provided for an incremental loan commitment of $5.0 million, which is required to be repaid in full on February 20, 2026. The Second Amended Credit Agreement also provides for a permitted overadvance of $25.0 million from August 25, 2025, through February 20, 2026. The Company borrowed the incremental $5.0 million on August 25, 2025, and $45.0 million aggregate principal amount of indebtedness

remains outstanding as of September 30, 2025. As a result of the aforementioned modification, the Company determined the modified debt terms were not substantially different from the original debt terms and applied modification accounting. The Company incurred debt discount / issuance fees paid to the creditor of approximately $0.2 million associated with this modification.

The Credit Agreement, as amended, also contains customary representations and warranties, events of default, financial reporting requirements, and affirmative and negative covenants, including restrictive covenants that, among other things, limit the ability of the Company and its subsidiaries to incur additional debt or liens, make acquisitions, make investments, pay dividends or buy back capital stock, dispose of assets or enter into transactions with affiliates, subject in each case to exceptions. The Company may prepay the Term Loan in whole or in part at any time after May 23, 2026 upon at least one business day’s notice together with accrued interest and a prepayment premium on the amount repaid equal to 2.5% until the second anniversary of the closing date and 1.0% thereafter.

Total debt discount / issuance costs related to the Term Loan totaled $2.5 million, and the unamortized amounts will be amortized to interest expense using the effective interest method over the contractual term.

Interest expense on the Term Loan is recognized at an effective interest rate of approximately 14% and totaled $1.4 million and $1.9 million for the three and nine months ended September 30, 2025, of which amortization of the debt discount and issuance costs comprised $0.2 million and $0.3 million for the three and nine months ended September 30, 2025.

The net carrying amount of the Loan as of September 30, 2025 was:

	September 30, 2025		December 31, 2024
Principal outstanding	$	45,000	$	—
Unamortized debt discount and issuance costs	(2,121)		—
Net carrying value	$	42,879	$	—

$19.1 million of the net carrying value of the Term Loan was classified as current debt and the remaining $23.8 million was classified as non-current debt within the condensed consolidated balance sheets as of September 30, 2025. The estimated fair value of the Term Loan approximates the carrying value because the variable interest rate approximates current market rates.

Girls Like Girls Film Inc. Indebtedness

On June 26, 2025, BuzzFeed Studios Canada, Inc., an indirectly held subsidiary of the Company, acquired a majority stock interest (i.e., 70%) in Girls Like Girls Film Inc. Upon acquisition, Girls Like Girls Film Inc. had debt of approximately $4.8 million (CAD $6.6 million) (the “Girls Like Girls’ Indebtedness”), of which $4.0 million was required to be repaid with proceeds from a contract with a third party for distribution rights for a feature film, and the remaining $0.8 million is due when Girls Like Girls Film Inc. receives expected production tax credits. $3.6 million was repaid in September 2025, and the remaining repayment dates are currently unknown, but are expected to occur within the next 12 months. Included in the Girls Like Girls’ Indebtedness is an interest reserve of $0.3 million used to satisfy interest expense. The Girls Like Girls’ Indebtedness bears an interest rate of the Royal Bank Prime rate as published by the Royal Bank of Canada, plus an applicable margin of 1.25% (the implied interest rate was approximately 6% as of September 30, 2025). The Company did not incur any incremental interest expense apart from the aforementioned interest reserve during the three or nine months ended September 30, 2025.

Girls Like Girls Film Inc. also has available to it a $0.4 million (CAD $0.6 million) foreign exchange line of credit, of which there is no amount currently outstanding.

The Girls Like Girls’ Indebtedness contains customary financial reporting requirements and affirmative and negative covenants, including covenants that, among other things, restrict the cost of production exceeding 105% of the reported budget and prohibit the disposal of assets or entrance into any business combination without prior consent (the Company was in compliance with the covenants as of September 30, 2025). The entire $1.2 million aggregate principal amount of the Girls Like Girls’ Indebtedness is classified as current debt within the condensed consolidated balance sheet as of September 30, 2025.

Film Financing Arrangements

The Company, through indirectly held subsidiaries, enters into various film financing arrangements in order to cash flow feature films in various phases of production. These arrangements commonly utilize both short-term and long-term debt instruments, including both general credit facilities as well as financing secured by anticipated future cash flows, such as expected production tax credits or the value of current and prospective contractual arrangements with third parties. The lenders of these film financing arrangements often have a first priority lien in all of the aforementioned indirectly held subsidiaries’ assets until all outstanding indebtedness is repaid. Furthermore, these film financing arrangements are often funded in installments over time, and often require repayment in installments or tranches. Interest and other fees are often fixed, unless in the event of default. Some of these arrangements require funds to be remitted directly to the lenders from tax authorities or the Company’s customers.

To the extent that there are material debt discount / issuance costs associated with these arrangements, such costs are amortized to capitalized film costs (included in prepaid and other assets within the condensed consolidated balance sheets) using the effective interest method over the contractual term.

A summary of these film financing arrangements outstanding as of September 30, 2025 is as follows (dollars in thousands):

Film Financing Arrangement	Principal Outstanding		Carrying Value		Maturity Dates(1)	Capitalized Interest Costs(2)		Total Capitalized Debt Discount / Issuance Costs		Remaining Capitalized Debt Discount / Issuance Costs
2X Blind Partners, Inc.	$	4,999	$	4,733	Ranging from March 2026 through September 2026	$495		$671		$482
Adulting, Inc.	1,144		1,144		Ranging from October 2025 through February 2029	$202		None		None
Gloria De Film, Inc.	420		420		July 31, 2027	$70		None		None
Total	$	6,563	$	6,297		$	767	$	671	$	482

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(1)The maturity dates for 2X Blind Partners, Inc. are as follows: $2.6 million on March 16, 2026, $2.4 million on August 16, 2026, $0.2 million on September 14, 2026, and $0.2 million on September 17, 2026. For 2X Blind Partners, Inc., as of September 30, 2025, there was an additional $0.3 million of indebtedness available, but not yet incurred. The maturity dates for Adulting, Inc. are as follows: $0.2 million on October 2, 2025, $0.2 million on January 30, 2026, $0.1 million on February 14, 2026, $0.9 million on May 1, 2026, $0.2 million on September 17, 2026, and the remaining $0.1 million between May 15, 2028 and February 15, 2029. For Adulting, Inc., as of September 30, 2025, there was an additional $0.5 million of indebtedness available, but not yet incurred.

(2)Interest is fixed, unless in the event of default.

As of September 30, 2025, the carrying value of short-term debt and long-term debt associated with film financing arrangements totaled $5.8 million and $0.5 million, respectively. The amortization of debt discount / issuance costs associated with these arrangements totaled $0.2 million for the three and nine months ended September 30, 2025, and there was no incremental interest expense other than the fixed interest amounts noted above, which are included as capitalized film costs as of September 30, 2025.

Future Principal Payments of Long-Term Debt

As of September 30, 2025, future principal payments of long-term debt outstanding were as follows:

Year	Amount
2025	$	—
2026	—
2027	420
2028	25,039
2029	13
Total	$	25,472

Weighted-Average Interest Rate on Short-Term Borrowings

As at September 30, 2025, the weighted average interest rate on short-term borrowings was approximately 11%.