Beasley (NASDAQ: BBGI) PIK notes may convert into majority equity stake

Rhea-AI Filing Summary

Insights

FAQ

Filing Exhibits & Attachments

Positive

Negative

8-K Event Classification

Key Figures

Key Terms

What charter changes did Beasley Broadcast Group (BBGI) implement on June 4, 2026?

How large is Beasley Broadcast Group’s 2027 PIK Notes issuance?

When can Beasley’s 2027 PIK Notes be converted into equity?

What percentage of Beasley’s equity could the 2027 PIK Notes represent after conversion?

How could the 2027 PIK Notes affect control of Beasley Broadcast Group (BBGI)?

Are there regulatory conditions on Beasley’s equity conversion of the 2027 PIK Notes?

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

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.

None.

Potential for substantial dilution and change in control: If the 2027 PIK Notes convert into equity at up to 95% of fully diluted common stock, existing shareholders’ ownership and control could be significantly reduced unless large principal repayments lower the conversion percentage.

New PIK notes terms create potential majority equity transfer in 2027.

Beasley Broadcast Group’s subsidiary has issued $98,475,254 of 10.000% Senior Secured Second Lien PIK Notes due 2027. The charter amendment aligns corporate governance with the note indenture, embedding the conversion and change-in-control framework directly into the company’s charter.

From December 31, 2027, or following an event of default, holders of a majority of the 2027 PIK Notes can elect an equity conversion. All outstanding notes would then convert into shares representing up to 95% of fully diluted common equity, with step-downs to 90%, 85% or 80% depending on principal repayments.

The structure indicates that, absent substantial cash repayment, existing common shareholders could face significant dilution and a transfer of control to noteholders, subject to FCC approvals and foreign ownership limits. Subsequent company disclosures will show whether cash repayments reduce the maximum equity stake available to noteholders before the conversion window opens.

4 items: 3.03, 5.01, 5.03, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

2027 PIK Notes principal: $98,475,254 PIK Notes interest rate: 10.000% Maximum equity on conversion: 95% of fully diluted common stock +3 more

6 metrics

2027 PIK Notes principal $98,475,254 Aggregate principal amount issued May 1, 2026

PIK Notes interest rate 10.000% Senior Secured Second Lien PIK Notes due 2027

Maximum equity on conversion 95% of fully diluted common stock Aggregate Conversion Shares after equity conversion

Reduced conversion levels 90%, 85% or 80% Lower equity stakes if principal repayments hit 85%, 90% or 95%

Conversion start date December 31, 2027 Earliest date majority noteholders may elect equity conversion

Charter amendment effective time 11:59 p.m. ET, June 4, 2026 Effective time of the Certificate of Amendment

PIK Notes, Equity Conversion, fully diluted basis, Transaction Support Agreement, +2 more

6 terms

PIK Notes financial

"10.000% Senior Secured Second Lien PIK Notes due 2027"

PIK notes are loans that let the borrower pay interest by issuing more debt instead of cash, so investors receive extra securities rather than cash payments. For investors this matters because it can boost returns if the issuer grows, but it also increases the company’s total debt and the risk of not getting cash back; think of lending money and getting an IOU that keeps growing instead of regular interest checks.

Equity Conversion financial

"such conversion, the “Equity Conversion”"

Equity conversion is the process of turning a non‑ownership claim—such as a loan, convertible bond, or preferred share—into common stock of the company. For investors it matters because conversion increases the number of shares and can dilute existing ownership, while shifting someone from creditor status to an owner with voting rights and upside potential; think of trading an IOU for a slice of the company's pie.

fully diluted basis financial

"95% of the issued and outstanding Class A Common Stock and Class B Common Stock (calculated on a fully diluted basis)"

A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.

Transaction Support Agreement financial

"Amended and Restated Transaction Support Agreement, dated as of April 27, 2026"

A transaction support agreement is a contract among the parties involved in a pending deal that spells out who must do what, who bears which risks, and how any problems discovered before or after closing will be handled. Think of it as a moving checklist and shared rulebook that helps the deal finish smoothly. Investors care because its terms affect the likelihood and timing of closing, potential costs or liabilities after the deal, and the value or dilution of their holdings.

change in control financial

"may, at a subsequent date, result in a change in control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FCC foreign ownership rules regulatory

"subject to obtaining prior approval of the FCC and compliance with applicable FCC foreign ownership rules"

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

Add on Google

Understanding 8-K Material Events →

06/05/2026 - 09:03 AM

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 4, 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 3.03. Material Modification to Rights of Security Holders.

On June 4, 2026, Beasley Broadcast Group, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to implement certain governance and structural provisions in connection with the Company’s entry into an Amended and Restated Transaction Support Agreement, dated as of April 27, 2026, by and among the Company and certain debtholders (the “Transaction Support Agreement”). The Charter Amendment became effective as of 11:59 p.m. Eastern Time on June 4, 2026 (the “Effective Time”). Capitalized terms used but not defined have the meanings ascribed to them in the Transaction Support Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 1, 2026 and incorporated herein by reference.

The Charter Amendment added the following provisions to the Company’s Amended and Restated Certificate of Incorporation:

(i)

The Company shall not, and shall not authorize or permit any of its affiliates to, initiate any insolvency or similar proceeding, including, without limitation, any bankruptcy filing of the Company or its affiliates, without the unanimous approval of the Board of Directors, which shall for the avoidance of doubt include the approval of the Initial 2L Supporting Holder Director (or any successor Independent 2L Director so selected).

(ii)

Upon receipt by the Company of a Notice of Conversion delivered in accordance with the Transaction Support Agreement, the Company shall effect the Equity Conversion by issuing shares of its Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), to the holders entitled thereto pursuant to Section 8(k) of the Transaction Support Agreement, effective on the date that is the later of (A) the earlier of (x) December 31, 2027 (or the Springing Maturity Date, as applicable) or (y) the date on which an Event of Default has occurred and is continuing as determined in accordance with Section 8(o) of the Transaction Support Agreement, or (B) the date on which all required approvals of the Federal Communications Commission (the “FCC”) and all other required governmental or regulatory approvals in connection with the Equity Conversion have been duly obtained and remain in full force and effect.

For more information regarding the details of the Charter Amendment, see the Company’s definitive information statement filed with the SEC on May 15, 2026, and for more information regarding the Transaction Support Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2026.

The foregoing description of the Charter Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

The Charter Amendment implements certain provisions of the 2027 PIK Notes Indenture (as defined below), the operation of which may, at a subsequent date, result in a change in control of the Company. On May 1, 2026, Beasley Mezzanine Holdings, LLC (the “Issuer”), a direct, wholly owned subsidiary of the Company, issued $98,475,254 in aggregate principal amount of 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”) pursuant to an indenture, dated as of May 1, 2026 (the “2027 PIK Notes Indenture”).

At any time on or after December 31, 2027, or upon the occurrence of an Event of Default (as defined in the 2027 PIK Notes Indenture), holders of at least a majority in aggregate principal amount of the 2027 PIK Notes then outstanding may elect to convert all outstanding 2027 PIK Notes into shares of the Company’s Class A Common Stock and the Company’s Class B Common Stock (such shares issuable upon conversion, the “Conversion Shares”)

(such conversion, the “Equity Conversion”). Upon such Equity Conversion, subject to obtaining any required regulatory approvals, all outstanding 2027 PIK Notes shall convert into Conversion Shares representing, in the aggregate, 95% of the issued and outstanding Class A Common Stock and Class B Common Stock (calculated on a fully diluted basis) immediately following such conversion; provided that the conversion percentage shall be reduced to 90%, 85% or 80%, respectively, if the Issuer has made cash payments at par to holders in respect of principal of the 2027 PIK Notes equal to at least 85%, 90% or 95%, respectively, of the original aggregate principal amount of 2027 PIK Notes issued on May 1, 2026 (without giving effect to any increase in principal amount resulting from PIK Interest (as defined in the 2027 PIK Notes Indenture)). The Equity Conversion is subject to obtaining prior approval of the FCC and compliance with applicable FCC foreign ownership rules.

For more information regarding the Charter Amendment, see Item 3.03 of this Current Report on Form 8-K, and, for more information regarding the 2027 PIK Notes and 2027 PIK Notes Indenture, see the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2026.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.


Exhibit Number		Description

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Beasley Broadcast Group, Inc.

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.

Source: View Original Filing on SEC EDGAR

Beasley Broadcast Group amended its certificate of incorporation to add governance and structural provisions tied to its 2027 PIK Notes indenture. These changes support potential future conversion of the notes into equity, which could, under certain conditions, result in a change in control.

A wholly owned subsidiary of Beasley issued 2027 PIK Notes with aggregate principal of $98,475,254 at a 10.000% interest rate. These senior secured second lien notes are due in 2027 and may later be converted into Beasley Class A and Class B common stock under specified conditions.

Holders of at least a majority in principal amount of the 2027 PIK Notes may elect conversion any time on or after December 31, 2027, or upon an event of default. All outstanding notes would then convert into Beasley Class A and Class B common stock, subject to regulatory approvals.

Upon an equity conversion, all outstanding 2027 PIK Notes would convert into shares representing up to 95% of fully diluted common equity. This percentage can step down to 90%, 85% or 80% if the issuer makes specified levels of principal repayments before conversion.

The charter amendment implements provisions of the 2027 PIK Notes indenture whose operation may later cause a change in control. If the notes convert into up to 95% of fully diluted common equity, noteholders could become the controlling shareholders, subject to FCC approvals and foreign ownership rules.

Yes. Any equity conversion of the 2027 PIK Notes into Beasley’s Class A and Class B common stock is subject to prior approval of the FCC and compliance with applicable FCC foreign ownership rules, which govern ownership and control of U.S. broadcast licensees.

BEASLEY BROADCAST GROUP, INC.

Date: June 5, 2026

/s/ Caroline Beasley

Caroline Beasley

Chief Executive Officer

4 documents