BEASLEY BROADCAST GROUP INC (BBGI) SEC Filings

BEASLEY BROADCAST GROUP, INC. (BBGI) reports that on August 19, 2026 it received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC confirming that the company has regained compliance with the Minimum Stockholders’ Equity Requirement for continued listing on The Nasdaq Capital Market and that the matter is now closed. The requirement under Nasdaq Listing Rule 5550(b)(1) is to maintain at least $2,500,000 in stockholders’ equity. The company had previously received a notice of non-compliance from Nasdaq on April 13, 2026. BBGI’s Class A Common Stock continues to be listed and traded on The Nasdaq Capital Market under the ticker symbol BBGI.

Beasley Broadcast Group, Inc. (BBGI) filed an 8-K furnishing an August 2026 investor presentation outlining its multi‑platform audio strategy and financial profile. The company operates 49 AM/FM stations across 9 U.S. markets, reaching about 29 million listeners monthly through broadcast, streaming, podcasts, and digital.

The presentation shows total net revenue declining from $247.1 million in 2023 to $205.9 million in 2025, while digital net revenue rose from $46.4 million to $49.5 million and reached 24.0% of 2025 revenue. Adjusted EBITDA moved from $25.8 million (10.7% margin) in 2024 to $10.5 million (5.1% margin) in 2025, with the company executing about $40 million of annualized cost reductions and cutting corporate overhead to $14.4 million in 2025.

For Q2 2026, revenue was $44.1 million versus $53.0 million a year earlier, but Adjusted EBITDA increased to $5.3 million and margin to 12.0%. Management presents outlook targets including $202.5 million FY2028 net revenue, $29.8 million Adjusted EBITDA (14.7% margin), and $20.6 million unlevered free cash flow, plus roughly $50 million of identified revenue enhancement opportunities. The deck also describes an out‑of‑court restructuring of 10.000% Senior Secured Second Lien PIK Notes due 2027, a new $35 million asset‑based revolver, and notes that the second‑lien PIK notes convert into 95% of common equity at maturity.

Beasley Broadcast Group reported weaker operating trends but a transformed balance sheet for the quarter and six months ended June 30, 2026. Net revenue fell to $44.1 million in the quarter from $53.0 million a year earlier and to $86.7 million for the first half from $101.9 million, with declines in both audio and digital revenue and the sale of the Fort Myers, FL stations weighing on results.

Despite softer revenue, the company posted a large profit driven by capital-structure changes. Second‑quarter net income was $84.3 million versus a small loss, and first‑half net income was $87.5 million versus a loss of $2.8 million, primarily from a $91.8 million gain on a troubled debt restructuring and $12.5 million of gains on asset sales$144.8 million, and stockholders’ equity swung from a deficit of $49.3 million to positive $38.8 million.

Liquidity remains tight. Cash declined to $6.7 million, and operating activities used $15.2 million of cash in the first half. The company completed a major exchange of second‑lien notes into $98.5 million of 10.0% PIK notes due 2027, entered into a $35.0 million asset‑based revolver with $15.0 million outstanding and $20.0 million available, and began a modest at‑the‑market equity program. Management disclosed conditions that raise substantial doubt about the ability to continue as a going concern through August 31, 2027, but believes its cost cuts, asset sales, financing actions and revenue initiatives are sufficient to fund operations and meet covenants for at least 12 months.

Turning Rock Capital Partners, LP, along with Turning Rock Capital, LLC and Charles McDulin, reports beneficial ownership of 36,557 Class A common shares of Beasley Broadcast Group Inc., representing 3.8% of the outstanding Class A shares as of April 9, 2026.

The 3.8% figure is calculated against 973,170 Class A shares outstanding as of April 1, 2026, as reported by the issuer. The three reporting parties are treated as a "group" for Section 13(d) purposes, share voting and dispositive power over the same block of 36,557 shares, and each disclaims beneficial ownership of shares not directly owned.

Beasley Broadcast Group reported second quarter 2026 net revenue of $44.1 million, with same-station net revenue down 9.6% amid weakness in traditional national and local agency advertising. GAAP net income was $84.3 million, largely driven by a $91.8 million gain on debt restructuring.

Adjusted EBITDA (non-GAAP) rose to $5.3 million from $4.7 million a year earlier as operating expenses declined 13.2% and corporate expenses fell 37.3%, reflecting roughly $30 million in annualized cost savings over the prior twelve months. Digital revenue was $11.7 million, down 11.6% year-over-year but up 7.1% on a same-station basis, and represented 26% of net revenue with a 15.4% digital segment operating margin.

Through exchanges and repurchases completed on May 1, 2026, the company reduced total outstanding debt by $95 million, including a 46% reduction in second lien debt, contributing to long‑term debt of $144.8 million and stockholders’ equity of $38.8 million as of June 30, 2026.

Beasley Broadcast Group, Inc. reported that it is postponing the release of its financial results for the fiscal quarter ended June 30, 2026, as well as the related conference call and webcast. The company states that it needs additional time to finalize the tax accounting treatment of a refinancing and debt restructuring that was completed during the same quarter.

Beasley expects to hold the rescheduled Q2 2026 earnings conference call and webcast on or before Friday, August 14, 2026, and plans to announce the new date and time in a subsequent press release. The postponement itself, and the associated press release, are provided as furnished information under securities laws rather than as filed information.

The company also highlights its multi-platform media operations, including ownership of 49 AM and FM stations in 9 U.S. markets, which collectively reach roughly 18 million unique consumers weekly across broadcast and digital channels.

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.

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.

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.