Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On October 12, 2026, the Issuer entered into that certain Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance with its terms, the "Merger Agreement"), by and among the Issuer, Buzz Holdings L.P., ("Opco"), Ithaca Holdco, Inc. ("Ithaca"), Oak Merger Sub 1, Inc., a wholly owned subsidiary of Ithaca ("Merger Sub 1"), and Oak Merger Sub 2, LLC, a wholly owned subsidiary of Ithaca ("Merger Sub 2" and collectively with Merger Sub 1, the "Merger Subs" and each a "Merger Sub"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub 1 will merge with and into the Issuer (the "Corporate Merger"), with the Issuer surviving the Corporate Merger as a wholly owned subsidiary of Ithaca, and Merger Sub 2 will merge with and into Opco (the "Opco Merger", together with the Corporate Merger, the "Mergers"), with Opco surviving the Opco Merger as a wholly owned subsidiary of Ithaca. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Corporate Merger (the "Effective Time"), (i) each share of Class A Common Stock outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive $6.05 in cash, without interest (the "Class A Per Share Price"), (ii) each share of Class B common stock of the Issuer (the "Class B Common Stock", and together with the Class A Common Stock, the "Company Common Stock") outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive $0.000001 in cash, without interest (the "Class B Per Share Price"), and (iii) each common unit of Opco (the "Opco Common Units") outstanding immediately prior to the effective time of the Opco Merger (other than cancelled Opco Common Units or Opco Common Units owned directly or indirectly by the Issuer) will be converted into the right to receive an amount in cash equal to the excess of the Class A Per Share Price over the Class B Per Share Price, without interest. Following the execution of the Merger Agreement, on October 12, 2026, BX Buzz ML-1 Holdco L.P., BX Buzz ML-2 Holdco L.P., BX Buzz ML-3 Holdco L.P., BX Buzz ML-4 Holdco L.P., BX Buzz ML-5 Holdco L.P., BX Buzz ML-6 Holdco L.P., BX Buzz ML-7 Holdco L.P. and Whitney Wolfe Herd and certain of her affiliates, who collectively represent more than a majority of the voting power of the capital stock of the Issuer, executed a written stockholders consent approving and adopting the Merger Agreement and the Corporate Merger and the transactions contemplated thereby. On October 13, 2026, the Forward Transactions terminated pursuant to the terms thereof. Upon such termination, the hedging period related to the final calculation period for the Forward Transactions ended, and the sales price for such calculation period was determined to be $3.5923 per share. On October 13, 2026, 2,763,510 of the shares pledged by the Stockholders in respect of such calculation period were released from the pledge and delivered to Dealer in settlement of such calculation period.