Beasley Broadcast Group Announces Pricing of $5.0 Million Registered Direct Offering and Concurrent Private Placement

The expected financing would add Class A shares and warrants while directing net proceeds toward debt reduction.

Rhea-AI Summary

Beasley Broadcast Group (BBGI) agreed to sell shares alongside private warrants for approximately $5.0 million in expected gross proceeds. A single institutional investor will buy 357,000 Class A shares, or common stock equivalents instead, at $14.00 each in the registered direct offering. The concurrent private placement covers warrants to buy up to 357,000 Class A shares at $15.00 each. The warrants first become exercisable six months after issuance and expire five and a half years after issuance.

Closing is expected on or about September 30, 2026, subject to customary closing conditions. The proceeds estimate precedes placement agent commissions and other offering expenses. Beasley intends to use net proceeds to reduce borrowings under its secured asset-based revolving credit facility and redeem part of Beasley Mezzanine Holdings' 11.000% Senior Secured First Lien Notes due 2028 at a redemption price of 100.000% plus accrued interest.

3 points · 1 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

2 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Approximately $5.0 million in gross proceeds is expected before commissions and other offering expenses. 18% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Net proceeds are intended to reduce borrowings under Beasley's secured asset-based revolving credit facility.
• Minor point. Forward-looking: it has not happened yet and may not happen.Net proceeds are also intended to redeem part of Beasley Mezzanine Holdings' 11.000% notes due 2028.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.357,000 Class A shares, or common stock equivalents, at $14.00 each dilute existing holders.
• Major point. Forward-looking: it has not happened yet and may not happen.Warrants for up to 357,000 Class A shares at $15.00 each could further dilute holders.
• Moderate pointClosing remains subject to customary conditions and is expected on or about September 30, 2026.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent commissions and other offering expenses will reduce gross proceeds.
• Minor pointNote redemption is priced at 100.000% plus accrued interest.

News Explained

The expected $5.0 million gross raise equals 38.7 days of the last reported operating cash use, before commissions and other offering expenses.

The agreed offering remains pending closing, expected around September 30, 2026; if completed, issuing 357,000 shares would reduce existing holders’ percentage ownership, and exercising the warrants could add up to 357,000 more shares.

At June 30, 2026, cash and equivalents of $6,697,591 equaled 51.8 days of Q2 2026 operating cash use at the reported rate.

Sources and calculations

• Beasley Broadcast Group Announces Pricing of $5.0 Million Registered Direct Offering and Concurrent Private Placement (2026-09-29)
• Dilution (version supplied)
• Beasley Broadcast Group Q2 2026 financial data (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $5,000,000 / ($11,762,279 / 91) = 38.7 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $6,697,591 / ($11,762,279 / 91) = 51.8 days

Argus 15 min delay 1 alert

-7.47% vs previous close $13.50 last price 0.1x rel. volume Open Argus

Details

Market move: BBGI -7.47% vs previous close. registered direct offering

$13.31 – $15.59 Day Range

$25.01M Market Cap

On Sep 29, the day this news came out, the latest delayed price for BBGI is 7.47% below the previous close. The latest delayed price is $13.50.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

On Sep 29, the day this news came out, the latest delayed price for the stock is 7.5% below the prev...

Analysis

On Sep 29, the day this news came out, the latest delayed price for the stock is 7.5% below the previous close. The active $100 million S-3 shelf supplied the registration framework for this direct offering; the shelf record lists one prior usage dated Jun 12, 2026.

Key Figures

Class A shares offered: 357,000 shares Purchase price: $14.00 per share Warrants: Up to 357,000 shares +5 more

Class A shares offered

357,000 shares

Registered direct offering

Purchase price

$14.00 per share

Registered direct offering

Warrants

Up to 357,000 shares

Concurrent private placement; underlying Class A Common Stock

Warrant exercise price

$15.00 per share

Common Warrants

Initial warrant exercisability

Six months after issuance

Common Warrants

Warrant expiration

Five and a half years after issuance

Common Warrants

Expected closing

On or about September 30, 2026

Subject to customary closing conditions

Notes redemption price

100.000% plus accrued interest

11.000% Senior Secured First Lien Notes due 2028

Historical Context

1 past event · Latest: Aug 12

1 event

1. Aug 12

   Debt restructuring

   24h Move

   +14.7%

   Q2 report documented a $95 million debt reduction following the May debt restructuring.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, private placement, warrants, shelf registration statement, +2 more

6 terms

registered direct offering financial

"at a purchase price of $14.00 per share in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"in a concurrent private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrants financial

"unregistered warrants to purchase up to 357,000 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

shelf registration statement regulatory

"being offered pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"made only by means of a prospectus supplement and accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

regulation d regulatory

"or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NAPLES, Fla., Sept. 29, 2026 /PRNewswire/ -- Beasley Broadcast Group, Inc. (Nasdaq: BBGI), a multi-platform media company, announced today that it has entered into a securities purchase agreement with a single institutional investor for the purchase and sale of (i) 357,000 shares of Class A Common Stock, par value $0.001 per share ("Class A Common Stock"), of the Company (or common stock equivalents in lieu thereof) at a purchase price of $14.00 per share in a registered direct offering and (ii) unregistered warrants to purchase up to 357,000 shares of Class A Common Stock in a concurrent private placement (the "Common Warrants").

The Common Warrants will have an exercise price of $15.00 per share of Class A Common Stock, will be initially exercisable six months following the date of issuance and will expire five and a half years from the date of issuance.

The gross proceeds from the offering and the concurrent private placement are expected to be approximately $5.0 million, before deducting placement agent commissions and other offering expenses.

The closing of the offering and the concurrent private placement is expected to occur on or about September 30, 2026, subject to the satisfaction of customary closing conditions. Beasley currently intends to use the net proceeds from the offering and the concurrent private placement to reduce borrowings under its secured asset-based revolving credit facility and to redeem a portion of Beasley Mezzanine Holdings LLC's 11.000% Senior Secured First Lien Notes due 2028 at a redemption price of 100.000% plus interest accrued to, but excluding, the date of redemption.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the registered direct offering and the concurrent private placement.

The shares of Class A Common Stock (and common stock equivalents in lieu thereof) are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-295967), which was declared effective by the Securities and Exchange Commission (the "SEC") on June 4, 2026. The offering of the shares of Class A Common Stock (and common stock equivalents in lieu thereof) is being made only by means of a prospectus supplement and accompanying prospectus that are a part of the effective registration statement. A prospectus supplement relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

The concurrent private placement of the Common Warrants and the shares of Class A Common Stock underlying the Common Warrants offered to the institutional investors will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), or Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Beasley Broadcast Group.

Beasley Broadcast Group, Inc. was founded in 1961 by George G. Beasley and owns a total of 49 AM and FM stations in 9 large- and mid-size markets in the United States. Beasley radio stations reach roughly 18 million unique consumers weekly over-the-air, online and on smartphones and tablets, and millions regularly engage with the Company's brands and personalities through digital platforms such as Facebook, X, text, apps and email.

Note Regarding Forward-Looking Statements

Statements in this release that are "forward-looking statements" are based upon current expectations and assumptions and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as "looking ahead," "intends," "believes," "expects," "seek," "will," "should" or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements address various matters including statements relating to the anticipated use of proceeds from the offering and the expected closing date of the offering. Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Key risks are described in the Company's reports filed with the Securities and Exchange Commission ("SEC"), including its annual report on Form 10-K and quarterly reports on Form 10-Q. Readers should note that forward-looking statements are subject to change and to inherent risks and uncertainties and may be impacted by several factors, including:

• risks from health epidemics, natural disasters, terrorism, and other catastrophic events;
• adverse effects of inflation;
• external economic forces and conditions that could have a material adverse impact on our advertising revenues and results of operations;
• the ability of our stations to compete effectively in their respective markets for advertising revenues;
• our ability to develop compelling and differentiated digital content, products and services;
• audience acceptance of our content, particularly our audio programs;
• our ability to adapt or respond to changes in technology, standards and services that affect the audio industry;
• our dependence on federally issued licenses subject to extensive federal regulation;
• actions by the Federal Communications Commission ("FCC") or new legislation affecting the audio industry;
• increases in royalties we pay to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists;
• our dependence on selected market clusters of stations for a material portion of our net revenue;
• credit risk on our accounts receivable;
• impairment of our FCC licenses;
• our substantial debt levels and the potential effect of restrictive debt covenants on our operational flexibility and ability to pay dividends;
• the potential effects of hurricanes, extreme weather and other climate change conditions on our corporate offices and stations;
• the failure or destruction of the internet, satellite systems and transmitter facilities that we depend upon to distribute our programming;
• modifications or interruptions of our information technology infrastructure and information systems;
• the loss of key executives and other key employees;
• our ability to identify, consummate and integrate acquired businesses and stations;
• risks related to our ability to continue as a going concern;
• the fact that our Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of our Company; and
• other economic, business, competitive, and regulatory factors, such as the ongoing U.S. government shutdown, affecting our businesses, including those set forth in our filings with the SEC.

Our actual performance and results could differ materially because of these factors and other factors discussed in our SEC filings, including but not limited to our annual reports on Form 10-K or quarterly reports on Form 10-Q, copies of which can be obtained from the SEC at www.sec.gov, or our website at www.bbgi.com. We undertake no obligation to update the information contained herein to actual results or changes to our expectations, except as required by law.

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SOURCE Beasley Media Group, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Beasley Broadcast Group's offering expected to raise, and at what share price?

Beasley expects approximately $5.0 million in gross proceeds before placement agent commissions and other offering expenses. A single institutional investor will buy 357,000 Class A shares, or common stock equivalents instead, at $14.00 each.

What are the terms of Beasley Broadcast Group's private-placement warrants?

The warrants cover up to 357,000 Class A shares at an exercise price of $15.00 per share. They first become exercisable six months after issuance and expire five and a half years after issuance.