Beasley Broadcast sets ATM stock sale program

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.

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM aggregate offering limit: $5,235,810 million Shelf registration file number: File No. 333-295967

2 metrics

ATM aggregate offering limit $5,235,810 million Maximum aggregate offering price for Class A common stock under Equity Distribution Agreement

Shelf registration file number File No. 333-295967 Registration statement filed May 15, 2026 and declared effective June 4, 2026

Key Terms

Equity Distribution Agreement, at-the-market, shelf registration statement, base prospectus, +1 more

5 terms

Equity Distribution Agreement financial

"entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Noble Capital Markets, Inc."

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

at-the-market financial

"in an “at-the-market” equity offering program through the Sales Agent"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission"

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.

base prospectus regulatory

"a base prospectus, dated June 4, 2026, included as part of the Registration Statement"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

prospectus supplement regulatory

"a prospectus supplement, dated June 12, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b)"

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.

FAQ

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

What equity program did Beasley Broadcast Group (BBGI) announce?

Beasley Broadcast Group announced an at-the-market equity program under an Equity Distribution Agreement. It may sell Class A common stock on Nasdaq or through negotiated trades, giving the company flexibility to raise capital over time as market conditions and funding needs evolve.

How large is Beasley Broadcast Group’s (BBGI) at-the-market offering?

The at-the-market program covers an aggregate offering price of up to $5,235,810 million of Class A common stock. This figure represents the maximum dollar value of shares that may be sold over time under the Equity Distribution Agreement with Noble Capital Markets as sales agent.

Who is the sales agent for Beasley Broadcast Group’s (BBGI) ATM program?

Noble Capital Markets, Inc. acts as sales agent under the Equity Distribution Agreement. It may execute ordinary brokers’ transactions on Nasdaq, other market transactions, or negotiated trades, with terms and timing determined by Beasley Broadcast Group based on market and capital considerations.

Under what SEC registration is Beasley Broadcast Group (BBGI) selling these shares?

Shares sold under the program rely on an effective shelf registration statement filed May 15, 2026 and declared effective June 4, 2026. A base prospectus dated June 4, 2026 and a June 12, 2026 prospectus supplement govern the specific at-the-market offering terms.

Does this Beasley Broadcast Group (BBGI) filing itself offer or sell securities?

The filing states it does not constitute an offer to sell or solicitation to buy securities. Any sales must occur under the effective registration statement, base prospectus, and prospectus supplement and comply with state and other applicable securities laws in relevant jurisdictions.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/12/2026 - 03:08 PM EDT Learn about SEC filing dates

BEASLEY BROADCAST GROUP INC false 0001099160 0001099160 2026-06-12 2026-06-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2026

BEASLEY BROADCAST GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		000-29253		65-0960915
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3033 Riviera Drive, Suite 200
Naples, Florida		34103
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 239 263-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share		BBGI		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On June 12, 2026, Beasley Broadcast Group, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Noble Capital Markets, Inc., as sales agent (the “Sales Agent”), pursuant to which the Company may sell, from time to time, up to an aggregate offering price of $5,235,810 million of shares of its Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), in an “at-the-market” equity offering program through the Sales Agent. Sales of shares of Class A Common Stock made pursuant to the Equity Distribution Agreement, if any, may be made by means of ordinary brokers’ transactions on the Nasdaq Stock Market or otherwise at market prices prevailing at the time of sale or negotiated transactions, or as otherwise agreed with the Sales Agent. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among other, market conditions, the trading price of the Class A Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.

The Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

Any shares of Class A Common Stock sold will be offered and sold pursuant to an effective shelf registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission on May 15, 2026 (File No. 333- 295967), and declared effective on June 4, 2026, a base prospectus, dated June 4, 2026, included as part of the Registration Statement, and a prospectus supplement, dated June 12, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01. A copy of the opinion of Latham U& Watkins LLP relating to the issuance of the shares of Class A Common Stock is filed as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 1.1, 5.1 and 23.1 hereto are hereby incorporated by reference into the Registration Statement.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
1.1		Equity Distribution Agreement, dated as of June 12, 2026, by and between Beasley Broadcast Group, Inc. and Noble Capital Markets, Inc.
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						BEASLEY BROADCAST GROUP, INC.
Date: June 12, 2026				By:		/s/ Caroline Beasley
						Caroline Beasley Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 197.7 KB
• EX-5.1 EX-5.1 8.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB