Nasdaq warns Beasley (NASDAQ: BBGI) on equity deficit and listing risk

Rhea-AI Filing Summary

Beasley Broadcast Group, Inc. reported that Nasdaq has notified the company it no longer meets the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 in stockholders’ equity.

In its Form 10-K for the year ended December 31, 2025, the company reported a stockholders’ deficit of $49,330,431, far below this standard, and it also does not meet Nasdaq’s alternative continued listing criteria. The company’s Class A common stock continues trading under “BBGI” while it prepares and plans to submit a compliance plan to Nasdaq by May 28, 2026, which could allow up to October 10, 2026 to regain compliance if Nasdaq accepts the plan.

Positive

• None.

Negative

• Nasdaq noncompliance on equity: The company reported a stockholders’ deficit of $49,330,431 as of December 31, 2025, well below Nasdaq’s $2,500,000 minimum stockholders’ equity requirement, creating a clear risk to its continued Nasdaq Capital Market listing if compliance is not regained.

Insights

Equity capital markets analyst

Nasdaq equity noncompliance raises real listing risk for Beasley.

Beasley Broadcast Group has been notified by Nasdaq that it no longer satisfies the $2,500,000 stockholders’ equity requirement. Its reported $49,330,431 stockholders’ deficit as of December 31, 2025 is a substantial shortfall versus that threshold.

The stock remains on The Nasdaq Capital Market for now, but the company must submit a compliance plan by May 28, 2026. If Nasdaq accepts the plan, it may grant until October 10, 2026 to evidence compliance. Failure to do so could ultimately threaten the Nasdaq listing.

Management is evaluating actions, including the impact of previously disclosed transactions, to restore stockholders’ equity. Future SEC filings and Nasdaq correspondence will clarify whether the plan is accepted and whether the contemplated transactions improve equity enough to meet Listing Rule 5550(b)(1).

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 or transferred its listing to a different exchange.

Key Figures

Minimum Nasdaq equity requirement: $2,500,000 stockholders’ equity Reported stockholders’ deficit: $49,330,431 deficit Plan submission deadline: May 28, 2026 +1 more

4 metrics

Minimum Nasdaq equity requirement $2,500,000 stockholders’ equity Nasdaq Listing Rule 5550(b)(1) continued listing standard

Reported stockholders’ deficit $49,330,431 deficit As reported in Form 10-K for year ended December 31, 2025

Plan submission deadline May 28, 2026 45-day deadline from Nasdaq notice to submit compliance plan

Maximum compliance period end October 10, 2026 Potential 180-day period from notice if plan accepted

Key Terms

stockholders’ equity, Nasdaq Listing Rule 5550(b)(1), continued listing standards, forward-looking statements

4 terms

stockholders’ equity financial

"Nasdaq Listing Rule 5550(b)(1) requires companies ... to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing."

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

Nasdaq Listing Rule 5550(b)(1) regulatory

"Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity"

continued listing standards regulatory

"the Company does not meet either of the alternative continued listing standards under the Nasdaq Listing Rules."

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

forward-looking statements regulatory

"Statements in this on that are “forward-looking statements” are based upon current expectations and assumptions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

BEASLEY BROADCAST GROUP INC false 0001099160 0001099160 2026-04-13 2026-04-13

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): April 13, 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.

On April 13, 2026, Beasley Broadcast Group, Inc. (the “Company”) received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing.

In the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company reported a stockholders’ deficit of $49,330,431, which is below the stockholders’ equity requirement for continued listing. Additionally, as of the date of this report, the Company does not meet either of the alternative continued listing standards under the Nasdaq Listing Rules.

The Notice does not have an immediate effect on the listing status of the Company’s common stock, which continues to trade on The Nasdaq Capital Market under the symbol “BBGI,” subject to the Company’s continued compliance with all other applicable listing requirements. Pursuant to the Notice, the Company is afforded 45 calendar days from the date of such notice, or until May 28, 2026, unless otherwise directed by Nasdaq staff, to submit a plan to Nasdaq outlining how the Company intends to regain compliance with Nasdaq’s continued listing standards. The Company currently intends to submit the required compliance plan within the prescribed timeframe. If the Company’s compliance plan is accepted by Nasdaq, then Nasdaq may, in its discretion, grant the Company up to 180 calendar days from the date of the Notice, or until October 10, 2026, to evidence compliance.

The Company is currently evaluating various courses of action to regain compliance and is working to quantify the expected accounting impacts of the Transactions (as defined and previously reported in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 20, 2026) to determine whether the expected positive impacts from the Transactions, if successfully completed, would result in the Company having stockholders’ equity that meets the requirements of Nasdaq Listing Rule 5550(b)(1). The Company plans to timely submit its compliance plan to Nasdaq. There can be no assurance that Nasdaq will accept the Company’s plan or that, if accepted, the Company will be able to regain compliance within the period provided.

Forward-Looking Statements

Statements in this Current Report on Form 8-K that are “forward-looking statements” are based upon current expectations and assumptions, and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “intends,” “believes,” “expects,” “seeks,” “will,” “should,” or variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including, without limitation, statements regarding the Company’s intent or ability to submit a compliance plan, regain compliance with Nasdaq listing standards, maintain its listing on the Nasdaq Capital Market, or take specific actions in response to the Notice. Key risks are described in the Company’s reports filed with the Securities and Exchange Commission (the “SEC”) including its annual report on Form 10-K and quarterly reports on Form 10-Q. Readers should note that forward-looking statements are subject to change and to inherent risks and uncertainties and may be impacted by several factors, including:

• the Company’s ability to develop and execute a successful compliance plan and Nasdaq’s acceptance of such plan;

• the Company’s ability to satisfy each of Nasdaq’s continued listing requirements and maintain its listing on Nasdaq;

• the Company’s ability to successfully complete the Transactions;

• the Company’s future financial condition and operating results;

• external economic forces that could have a material adverse impact on the Company’s advertising revenues and results of operations; and

• other economic, business, competitive and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC.

The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

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: April 14, 2026				By:		/s/ Caroline Beasley
						Caroline Beasley Chief Executive Officer

FAQ

What did Beasley Broadcast Group (BBGI) disclose about its Nasdaq listing status?

Beasley Broadcast Group disclosed that Nasdaq notified the company it is not in compliance with the minimum stockholders’ equity requirement for continued listing. Despite this notice, BBGI’s Class A common stock continues to trade on The Nasdaq Capital Market while the company pursues a plan to regain compliance.

Why is Beasley Broadcast Group (BBGI) out of compliance with Nasdaq equity rules?

Beasley is out of compliance because Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 in stockholders’ equity, while the company’s Form 10-K reported a stockholders’ deficit of $49,330,431 as of December 31, 2025. This deficit falls far short of Nasdaq’s continued listing standard.

How long does Beasley Broadcast Group (BBGI) have to regain Nasdaq compliance?

Beasley has 45 calendar days from the April 13, 2026 notice, until May 28, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to 180 days from the notice, until October 10, 2026, for the company to demonstrate renewed compliance.

Is Beasley Broadcast Group’s (BBGI) stock still trading on Nasdaq after the notice?

Yes. The company stated that the Nasdaq notice has no immediate effect on the listing status of its common stock. BBGI’s Class A common shares continue to trade on The Nasdaq Capital Market under the symbol “BBGI,” provided it remains compliant with all other applicable listing requirements.

What actions is Beasley Broadcast Group (BBGI) considering to address the Nasdaq deficiency?

Beasley is evaluating various courses of action to regain compliance and is working to quantify the expected accounting impacts of previously reported transactions. The company intends to submit a compliance plan to Nasdaq within the prescribed timeframe, though there is no assurance the plan will be accepted or succeed.

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