Beasley Broadcast audit committee falls to two

The company intends to appoint an independent director during the cure period, which ends at the earlier of its next annual meeting or September 19, 2027.

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Audit Committee members: 2 members Nasdaq minimum Audit Committee size: At least 3 members Cure period deadline: September 19, 2027

3 metrics

Audit Committee members 2 members Committee membership after Peter A. Bordes, Jr.’s death

Nasdaq minimum Audit Committee size At least 3 members Each member must be an independent director under Nasdaq Rule 5605(c)(2)(A)

Cure period deadline September 19, 2027 The cure period expires on this date or at the next annual meeting of stockholders, whichever is earlier

Key Terms

cure period, Nasdaq Rule 5605(c)(2)(A), Nasdaq Rule 5605(c)(4)(B)

3 terms

cure period regulatory

"rely on the cure period to reestablish compliance"

A cure period is a set amount of time given to a borrower, counterparty, or contracting party to fix a missed payment, breach, or other problem before more serious consequences—like penalties, higher interest, or contract termination—kick in. For investors, it matters because it creates a short grace window that can prevent immediate losses and influence the timing and likelihood of recovery; think of it like a few extra days to pay a bill before a service is cut off.

Nasdaq Rule 5605(c)(2)(A) regulatory

"requires that the audit committee ... consist of at least three members"

Nasdaq Rule 5605(c)(4)(B) regulatory

"intends to rely on the cure period"

FAQ

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

Why is BBGI out of compliance with Nasdaq’s audit committee rule?

BBGI’s Audit Committee fell below Nasdaq’s three-member requirement after independent director Peter A. Bordes, Jr. died on September 19, 2026. The committee had two members, both independent directors, and BBGI disclosed that it was no longer compliant with Nasdaq Rule 5605(c)(2)(A).

When must BBGI restore its audit committee membership?

The cure period expires on the earlier of BBGI’s next annual meeting of stockholders or September 19, 2027. BBGI said it intends to appoint an independent director to the Audit Committee by that deadline under Nasdaq Rule 5605(c)(4)(B).

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

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Available on EDGAR 09/24/2026 - 04:31 PM Accepted by SEC EDGAR 09/24/2026 - 04:30 PM Learn about SEC filing dates

BEASLEY BROADCAST GROUP INC false 0001099160 0001099160 2026-09-19 2026-09-19

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): September 19, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Beasley Broadcast Group, Inc. (the “Company”) deeply regrets to disclose that Peter A. Bordes, Jr., a member of the Company’s Board of Directors (the “Board”), passed away on September 19, 2026. The Company is saddened by Mr. Bordes’s untimely passing and extends its sincere condolences to his family and friends. Mr. Bordes joined the Company’s Board as an independent director in November 2016 and served on the Audit Committee of the Board (the “Audit Committee”) and the Compensation Committee of the Board at the time of his passing.

Following the death of Mr. Bordes, the Audit Committee has temporarily been reduced to two members, both of whom are independent directors. Due to the reduced number of Audit Committee members, the Company is no longer compliant with Nasdaq Rule 5605(c)(2)(A), which requires that the audit committee of a Nasdaq-listed company consist of at least three members, each of whom is an independent director. Upon receiving notification on September 23, 2026 of Mr. Bordes’s passing, the Company notified Nasdaq of the resulting non-compliance with Rule 5605(c)(2)(A). Pursuant to Nasdaq Rule 5605(c)(4)(B), the Company intends to rely on the cure period to reestablish compliance with Nasdaq Rule 5605(c)(2)(A). The cure period will expire upon the earlier of (i) the Company’s next annual meeting of stockholders or (ii) September 19, 2027. The Company intends to appoint an independent director to the Audit Committee by the cure period under Nasdaq Rule 5605(c)(4)(B).

SIGNATURE

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: September 24, 2026				By:		/s/ Chris Ornelas
						Chris Ornelas
						General Counsel and Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• 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