Beasley amends 9.200% and 11.000% notes; resets trigger date

Rhea-AI Filing Summary

Beasley Broadcast Group reported that its subsidiary, Beasley Mezzanine Holdings, entered into supplemental indentures for its 9.200% Senior Secured Second Lien Notes due 2028 and 11.000% Senior Secured First Lien Notes due 2028. The amendments extend the springing maturity date tied to any remaining 8.625% Senior Secured Notes due 2026 to January 31, 2026.

The changes also address past and future asset sales and provide certain flexibility to incur debt. For the first‑lien notes, new default conditions were added related to compliance with agreements with holders of a majority of those notes. For the second‑lien notes, the Issuer’s capacity to enter into a receivables facility was increased, with assets permitted to be pledged, provided proceeds are used to repay the first‑lien notes.

Insights

Credit & Capital Structure Analyst

Administrative debt amendments extend a key date and refine covenants.

The subsidiary amended indentures on the 9.200% second‑lien and 11.000% first‑lien notes due 2028. The springing maturity linked to the 8.625% notes due 2026 now falls on January 31, 2026, which resets the timing trigger if those 2026 notes remain outstanding.

The updates include asset sale and future debt incurrence provisions. The first‑lien indenture adds default conditions tied to agreements with a majority of first‑lien holders. The second‑lien indenture raises capacity for a receivables facility and permits additional pledges if proceeds repay the first‑lien notes.

Overall, these actions are structural and procedural. Actual impact depends on future holder actions and whether a receivables facility is executed and applied to first‑lien repayment.

BEASLEY BROADCAST GROUP INC NASDAQ DE false 0001099160 0001099160 2025-11-12 2025-11-12

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): November 12, 2025

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		Nasdaq Capital 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 1.01 Entry Into a Material Definitive Agreement.

On November 12, 2025, Beasley Mezzanine Holdings, LLC (the “Issuer”), a direct, wholly owned subsidiary of Beasley Broadcast Group, Inc. (the “Company”), entered into supplemental indentures (the “Supplemental Indentures”) to the indentures governing each of its 9.200% Senior Secured Second Lien Notes due 2028 (the “Exchange Notes”) and 11.000% Senior Secured First Lien Notes due 2028 (the “New Notes” and, together with the Exchange Notes, the “Notes”).

Pursuant to the Supplemental Indentures, the springing maturity date on which the outstanding principal amount of, and all accrued and unpaid interest with respect to, all Notes will become payable to the extent that any of the Issuer’s existing 8.625% Senior Secured Notes due 2026 remain outstanding, has been extended to January 31, 2026. Further, the Supplemental Indentures contain a number of amendments related to past and future asset sales and certain flexibility to incur debt in the future. The Supplemental Indenture with respect to the New Notes provides additional default conditions related to the Issuer’s ability to comply with certain agreements entered into between the Issuer and the holders of a majority of the New Notes. The Supplemental Indenture with respect to the Exchange Notes increases the Issuer’s capacity to incur a receivables facility, with a corresponding increase in the value of assets permitted to be pledged in favor thereof, to the extent that the proceeds therefrom are used to repay the New Notes. The foregoing description of the Notes and the Supplemental Indentures is not complete and is qualified in its entirety by reference to the full text of the Supplemental Indentures, copies of which are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Exchange Notes Supplemental Indenture, dated as of November 12, 2025.
99.2		New Notes Supplemental Indenture, dated as of November 12, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: November 13, 2025				By:		/s/ Chris Ornelas
						Chris Ornelas
						General Counsel and Secretary

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FAQ

What did BBGI change in its note agreements?

The subsidiary signed supplemental indentures for 9.200% second‑lien and 11.000% first‑lien notes due 2028, extending the springing maturity trigger to January 31, 2026.

Which notes are affected by the new springing maturity date for BBGI?

It applies to both the 9.200% Senior Secured Second Lien Notes due 2028 and the 11.000% Senior Secured First Lien Notes due 2028, tied to any remaining 8.625% notes due 2026.

Did BBGI add any new default conditions?

Yes. The first‑lien notes’ indenture adds default conditions related to compliance with agreements with holders of a majority of those notes.

How does the receivables facility change affect BBGI?

The second‑lien indenture increases capacity for a receivables facility and allows more pledged assets if proceeds are used to repay the first‑lien notes.

Did BBGI change its asset sale and debt incurrence provisions?

Yes. The amendments include updates related to past and future asset sales and provide certain flexibility to incur debt.