BEASLEY BROADCAST GROUP INC NASDAQ DE false 0001099160 0001099160 2025-10-30 2025-10-30
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): October 30, 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 October 30, 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 November 14, 2025. 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. |
|
|
|
| Exhibit
No. |
|
Description |
|
|
| 99.1 |
|
Exchange Notes Supplemental Indenture, dated as of October 30, 2025. |
|
|
| 99.2 |
|
New Notes Supplemental Indenture, dated as of October 30, 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 3, 2025 |
|
|
|
By: |
|
/s/ Chris Ornelas |
|
|
|
|
|
|
Chris Ornelas |
|
|
|
|
|
|
General Counsel and Secretary |
3
