Welcome to our dedicated page for Beasley Broad SEC filings (Ticker: BBGI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Beasley Broadcast Group filings document the regulatory record of a Nasdaq-listed broadcast-media company with Class A common stock trading under BBGI. The filings cover 8-K material events, operating and financial results, shareholder voting matters, governance disclosures, and capital-structure updates tied to the company’s radio, audio, and digital media operations.
Recent disclosures also describe secured note indentures at Beasley Mezzanine Holdings, LLC, supplemental indenture amendments, interest-payment grace-period notices, Nasdaq continued-listing compliance matters, and Form 12b-25 late-filing notifications. These records connect the company’s public reporting with its debt obligations, listing status, liquidity disclosures, and recurring corporate-governance requirements.
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.
Beasley Broadcast Group, Inc. is asking stockholders to vote at its July 22, 2026 annual meeting on three main items: electing seven directors, an advisory vote on executive pay, and ratifying Crowe LLP as auditor for 2026.
The proxy explains the dual-class voting structure, under which Class B shares carry ten votes and entities affiliated with the Beasley family hold majority voting control, qualifying the company as a Nasdaq “controlled company.” It details 2025 compensation for key executives, including salary, bonuses and outstanding restricted stock units, and outlines employment and severance terms.
The filing also discloses a 2025 net loss of $196.5 million alongside pay-versus-performance data, related-party leases with Beasley family entities, recent $18 million in Fort Myers station asset sales, board committee structures, and policies on related-party transactions, ethics, insider trading and stockholder proposals.
BEASLEY BROADCAST GROUP INC director Jeff D Goldberg has filed an initial insider ownership report on Form 3. The filing lists him as a director of the company and shows no purchases, sales, gifts, or other equity transactions, with all transaction share counts reported as zero.
Beasley Broadcast Group, Inc. filed a shelf registration to offer up to $100,000,000 in the aggregate of Class A common stock, preferred stock, warrants and units, subject to prospectus supplements and Subject to Completion, dated May 15, 2026.
The prospectus states the company may sell securities from time to time in one or more offerings through underwriters, dealers, agents or directly, with specific terms set in each prospectus supplement. The Company’s Class A common stock trades on the Nasdaq Capital Market (symbol BBGI); the last reported sale price on May 14, 2026 was $15.27 per share and the aggregate market value of Class A common stock held by non-affiliates was approximately $11.9 million based on 678,666 shares as of May 7, 2026.
Beasley Broadcast Group’s Q1 2026 results show weaker revenue but a temporary earnings boost from asset sales and a major debt recapitalization. Net revenue fell 12.9% to $42.6 million, as Audio segment revenue dropped 16.4% to $31.9 million, while Digital revenue was essentially flat at $10.7 million.
Despite the top-line decline, a $12.5 million gain on dispositions, mainly from selling Fort Myers, FL radio assets and New Jersey land, turned a prior-year net loss of $2.7 million into Q1 2026 net income of $3.2 million, or $1.77 diluted earnings per share. Operating cash flow remained negative at $3.5 million used in operating activities.
The company restructured its balance sheet by exchanging about $184.06 million of existing second lien notes for $98.48 million of 10.0% 2027 PIK Notes and repurching $15.9 million of first lien notes, and entered a $35 million asset-based revolving credit facility, drawing $15 million at closing. Management cites elimination of roughly $17 million of annual cash interest and new ABL capacity as key to a liquidity forecast that projects sufficient liquidity through May 31, 2027, alleviating substantial doubt about its ability to continue as a going concern. However, if not largely repaid, the 2027 PIK Notes can convert into up to 95% of the fully diluted equity.
Beasley Broadcast Group, Inc. adopted a Certificate of Amendment by written consent of holders controlling approximately 56% of voting power to implement terms of an Amended and Restated Transaction Support Agreement. The amendments add (i) a restriction requiring unanimous Board approval (including the Initial 2L Supporting Holder Director) before commencing any insolvency proceeding, (ii) obligations to file specified FCC Applications, and (iii) mechanics for an Equity Conversion triggered on the later of certain maturity/default dates or receipt of required regulatory approvals. The Record Date was May 13, 2026 and the Certificate is expected to be filed and effective on or about June 4, 2026. The Equity Conversion timing references December 31, 2027 (or a Springing Maturity Date) and conditions tied to FCC and other approvals.
Beasley Broadcast Group reported first quarter 2026 net revenue of $42.6 million, down from $48.9 million a year earlier, mainly due to weakness in traditional agency advertising. On a same-station basis, net revenue declined 6.7%.
Despite lower revenue, operating income improved to $7.7 million from a loss of $0.3 million, largely driven by gains from the sale of all Fort Myers, Florida stations. Net income swung to a profit of $3.2 million, or $1.77 per diluted share, compared with a loss of $2.7 million, or $(1.50) per share.
Underlying profitability remained pressured, with Adjusted EBITDA at $(0.4) million versus $1.1 million in the prior-year quarter. Digital revenue was $10.7 million, flat year-over-year but up 18.2% on a same-station basis, and represented 25% of net revenue with a digital segment operating margin of 15.5%. As of March 31, 2026, long-term debt was $217.5 million and stockholders’ deficit was $46.1 million.
Beasley Broadcast Group, Inc. expanded its Board of Directors from six to seven members and appointed Jeffrey D. Goldberg to fill the new seat, effective immediately. He will also serve on the Board’s Strategic Alternatives Committee.
Goldberg will receive $85,000 in annual cash compensation, including a $65,000 board retainer, a $7,500 fee for serving on the Strategic Alternatives Committee, and $12,500 of additional cash consideration. He brings extensive executive and board experience in health care services and technology. The company states there are no related party transactions with Goldberg reportable under Item 404(a) of Regulation S-K, and notes that he was elected pursuant to an Amended and Restated Transaction Support Agreement dated April 27, 2026.