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Beasley Broadcast Group, Inc. held its 2026 annual stockholder meeting on July 22, 2026 in Naples, Florida. Stockholders elected all seven director nominees to serve until the next annual meeting or until successors are elected and qualified, with support levels generally above 8.5 million votes for each nominee when all classes of common stock are counted.
Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 8,648,534 votes in favor, 47,869 against, 460 abstentions and 327,824 broker non-votes. In addition, they ratified the appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026, with 9,004,565 votes for, 9,303 against and 10,819 abstentions.
Caroline Beasley has amended her Schedule 13D to update her beneficial ownership in Beasley Broadcast Group, Inc. Class A Common Stock. She now beneficially owns 97,037 shares, representing 9.3% of the class based on 1,042,600 shares of Common Stock.
The total includes shares of Class B Common Stock that are convertible into Class A at a one-for-one ratio through several Beasley family trusts, along with shares held directly. The filing also reflects a 1-for-20 reverse stock split on September 23, 2024 and notes the June 30, 2026 vesting of 5,000 restricted stock units, of which 1,217 shares were withheld for taxes.
Beasley Broadcast Group, Inc. insider Bruce G. Beasley filed Amendment No. 3 to update his ownership in the company’s Class A Common Stock. He now beneficially owns 84,516 shares, representing 8.1% of the class, through a mix of direct holdings and several family trusts, including Class B shares convertible into Class A on a one-for-one basis.
The ownership percentage is based on 1,042,600 shares of Common Stock, which includes 984,014 shares outstanding and 58,586 Class B shares he holds on an as-converted basis. The filing also notes that on June 30, 2026, he acquired 1,875 shares upon vesting of restricted stock units, with 518 shares withheld for taxes, and that the amounts reflect a 1-for-20 reverse stock split completed on September 23, 2024.
Beasley Broadcast Group president Bruce G. Beasley reported routine equity compensation activity involving Class A Common Stock. On June 30, 2026, he exercised 1,875 Restricted Stock Units, converting them into the same number of Class A shares at a stated price of $0.00 per share.
To cover tax obligations tied to this vesting, 518 Class A shares were disposed of through a tax-withholding transaction at $26.13 per share, rather than an open-market sale. Following these transactions, he directly holds 25,834 Class A shares, and 1,875 Restricted Stock Units remain outstanding, each representing a contingent right to receive one Class A share.
BEASLEY BROADCAST GROUP INC director and CEO Caroline Beasley reported routine equity compensation activity. She exercised derivative awards to acquire 5,000 shares of Class A Common Stock and had 1,217 shares withheld at a price of $26.13 per share to cover tax obligations. Following these transactions, she directly holds 38,355 Class A Common shares. The filing also notes restricted stock units, each representing a contingent right to receive one share of Class A Common Stock, which vest in three equal annual installments beginning on June 30, 2025.
Beasley Broadcast Group Chief Operating Officer Brian E. Beasley reported routine equity compensation activity involving Class A Common Stock. On June 30, 2026, he exercised 4,250 restricted stock units, converting them into the same number of Class A shares. To cover tax obligations, 1,035 shares were disposed of as a tax-withholding transaction, based on a price of $26.13 per share, leaving him with 30,679 Class A shares held directly after the transactions. The filing also shows 680 Class A shares held indirectly by his children; he disclaims beneficial ownership of those shares. Each restricted stock unit represents a contingent right to receive one Class A share and the units vest in three equal annual installments beginning on June 30, 2025.
Beasley Broadcast Group entered an Equity Distribution Agreement that allows “at-the-market” sales of its Class A common stock with an aggregate offering price of up to $5,235,810 million. The company can sell shares from time to time on Nasdaq or through negotiated transactions using Noble Capital Markets as sales agent.
These shares will be issued under an already effective shelf registration statement, together with a base prospectus and a June 12, 2026 prospectus supplement. The agreement includes customary conditions, indemnification and termination rights, and explicitly states it does not itself constitute an offer to sell securities.
Beasley Broadcast Group, Inc. proposes an at-the-market offering registering up to $5,235,810 of Class A Common Stock through an Equity Distribution Agreement with Noble Capital Markets, Inc., subject to the terms of the agreement.
The Sales Agent may sell shares from time to time at prevailing market prices and will receive a 3.0% commission on gross sales. The prospectus supplement states the company calculated an aggregate market value of Class A common stock held by non-affiliates of $15,707,434 (based on 681,155 non-affiliate shares as of June 5, 2026 at a per-share price of $23.06 as of June 10, 2026). The supplement discloses intended uses of net proceeds including debt reduction, working capital and general corporate purposes and notes material features of the capital structure, including outstanding $98,475,254 aggregate principal of 2027 PIK Notes that contain potential equity-conversion provisions.
Kingdom Capital Advisors, LLC and its principals David Bastian and Kurt Cooper reported beneficial ownership of 70,136 shares of Beasley Broadcast Group Inc. Class A Common Stock, representing 7.2% of the class as of the filing. The shares are held in discretionary client accounts at KCA and the clients retain rights to dividends and sale proceeds. The statement is submitted as a joint filing and is signed by the reporting persons on 06/08/2026.
Beasley Broadcast Group, Inc. amended its certificate of incorporation to add governance and structural provisions tied to previously issued debt that could later shift control of the company. The amendment became effective at 11:59 p.m. Eastern Time on June 4, 2026.
On May 1, 2026, a wholly owned subsidiary issued $98,475,254 of 10.000% Senior Secured Second Lien PIK Notes due 2027. Starting December 31, 2027, or after an event of default, holders of a majority of these notes may elect to convert them into Class A and Class B common stock.
Upon an equity conversion, and subject to required FCC approvals and foreign ownership rules, all outstanding notes would convert into shares representing up to 95% of the fully diluted common equity, with the percentage reduced to 90%, 85% or 80% if specified principal repayment thresholds are met. These mechanics may result in a future change in control of the company.