Beasley Broadcast Group Inc. (BBGI) is the issuer whose Class A common stock is covered by an ownership amendment. The reporting persons state aggregate beneficial ownership of 83,654 shares, or 7.11% of 1,219,614 shares. They attribute the decrease in their ownership percentage solely to an increase in the issuer’s shares outstanding as of September 30, 2026. The transaction disclosure lists no transactions in the shares during the past 30 days.
Clients of GAMCO, Gabelli Funds, Teton Advisors and MJG Associates, and partnerships managed by them, have the sole right to receive dividends and sale proceeds from securities held on their behalf, subject to the notice, withdrawal and/or termination provisions of their advisory contracts or partnership arrangements.
Beasley Broadcast Group (BBGI) completed a registered direct offering and concurrent private placement on September 30, 2026. The registered offering included 200,000 Class A common shares and pre-funded warrants to purchase up to 157,000 shares; the private placement included common warrants to purchase 357,000 shares.
The shares were offered at $14.00 each and the pre-funded warrants at $13.9999 each, before placement agent fees and offering expenses. Pre-funded warrants are immediately exercisable at $0.0001 per share and do not expire until exercised in full. Common warrants have a $15.00 exercise price, become exercisable six months after issuance and run for five and a half years from issuance.
The offerings generated approximately $4.3 million in net proceeds. The company intends to combine those proceeds with proceeds from sales of certain tower assets, certain real estate and two radio stations to reduce revolving-credit borrowings by approximately $2.2 million and redeem approximately $11.4 million of 11.000% Senior Secured First Lien Notes due 2028. The agreements impose issuance and registration-statement restrictions for 60 days and a Variable Rate Transaction prohibition for 180 days, subject to exceptions.
Beasley Broadcast Group, Inc. (BBGI) is offering 200,000 shares of Class A common stock and pre-funded warrants to purchase up to 157,000 shares to one institutional investor in a registered direct offering; the supplement also covers up to 157,000 shares issuable upon exercise. Separately, a concurrent private placement includes up to 357,000 unregistered warrants. Each share or pre-funded warrant is paired with one private warrant, at combined prices of $14.00 and $13.9999, respectively. The pre-funded warrants are immediately exercisable at $0.0001 per share, subject to a 4.99% beneficial-ownership cap (or 9.99% at the investor’s election); private warrants have a $15.00 exercise price, become exercisable six months after issuance and expire five and a half years after issuance.
BBGI expects approximately $4,348,105 in net proceeds from the offering and private placement, excluding cash exercise proceeds. Together with proceeds from Sale Transactions, the company intends to reduce ABL Credit Facility borrowings by approximately $2,174,052 and redeem approximately $11,415,600 of First Lien Notes at 100.000% plus accrued interest. The supplement calculates immediate net tangible book value dilution of $81.55 per share for purchasers at the assumed offering price and reports a missed scheduled interest payment on long-term debt in February 2026.
Beasley Broadcast Group, Inc. (BBGI) is terminating its at-the-market offering, registered for up to $5,235,810 in aggregate offering price of Class A Common Stock. The termination of its agreement with Noble Capital Markets, Inc., acting as agent, became effective at 5:00 p.m. New York City time on September 27, 2026. As of termination, BBGI had sold 35,600 shares under the program.
Beasley Broadcast Group, Inc. reported that Peter A. Bordes, Jr., an independent director and member of its Audit and Compensation Committees, died on September 19, 2026. Mr. Bordes joined the Board in November 2016. After his death, the Audit Committee had two members, below Nasdaq’s requirement of at least three members, each an independent director, leaving the company noncompliant with Nasdaq Rule 5605(c)(2)(A).
The company notified Nasdaq on September 23, 2026, after receiving notification of his passing. It intends to rely on the cure period under Nasdaq Rule 5605(c)(4)(B) and appoint an independent director to the Audit Committee by the cure period’s expiration, which is the earlier of the next annual meeting of stockholders or September 19, 2027.
BEASLEY BROADCAST GROUP INC (BBGI) reported that its Chief Accounting Officer, Shaun Peter Greening, sold 378 shares of Class A Common Stock on September 11, 2026 at a price of $15.78 per share in a market or private transaction. Following this sale, he no longer holds any shares directly, and no Rule 10b5-1 trading plan is reported for this transaction.
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.