BBGI CEO exercises 5,000 shares, tax shares withheld

BEASLEY BROADCAST GROUP INC director and CEO Caroline Beasley reported routine equity compensation activity.

Rhea-AI Filing Summary

BEASLEY BROADCAST GROUP INC director and CEO Caroline Beasley reported routine equity compensation activity. She exercised derivative awards to acquire 5,000 shares of Class A Common Stock and had 1,217 shares withheld at a price of $26.13 per share to cover tax obligations. Following these transactions, she directly holds 38,355 Class A Common shares. The filing also notes restricted stock units, each representing a contingent right to receive one share of Class A Common Stock, which vest in three equal annual installments beginning on June 30, 2025.

Insider Trade Summary

5,000 shares exercised/converted

Exercise 3 txns

Insider BEASLEY CAROLINE

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,000	$0.00	$0.00
Exercise	Class A Common Stock	5,000	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,217	$26.13	$32K

Holdings After Transaction: Restricted Stock Units — 5,000 contracts (Direct); Class A Common Stock — 38,355 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
2. F2. The restricted stock units vest in three equal annual installments beginning on June 30, 2025.

Key Figures

Shares exercised: 5,000 shares Tax-withholding shares: 1,217 shares Tax-withholding price: $26.13 per share +2 more

5 metrics

Shares exercised 5,000 shares Class A Common Stock acquired via derivative exercise on June 30, 2026

Tax-withholding shares 1,217 shares Shares withheld to satisfy tax obligations at $26.13 per share

Tax-withholding price $26.13 per share Price applied to 1,217-share tax-withholding disposition

Direct holdings after transaction 39,572 shares Class A Common Stock directly owned by Caroline Beasley after transactions

Restricted stock units 5,000 units Derivative entry tied to Class A Common Stock on June 30, 2026

Key Terms

Restricted Stock Units, tax-withholding disposition, Exercise or conversion of derivative security

3 terms

Restricted Stock Units financial

"The restricted stock units vest in three equal annual installments beginning on June 30, 2025."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition for 1,217 shares at $26.13 per share."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security."

FAQ

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

What insider transactions did Caroline Beasley report at BEASLEY BROADCAST GROUP INC (BBGI)?

Caroline Beasley reported exercising derivative awards for 5,000 shares of Class A Common Stock and a related tax-withholding disposition of 1,217 shares at $26.13 per share. These transactions reflect routine equity compensation activity rather than discretionary open-market buying or selling.

How many BEASLEY BROADCAST GROUP INC (BBGI) shares does Caroline Beasley hold after this Form 4?

After the reported transactions, Caroline Beasley directly owns 39,572 shares of BEASLEY BROADCAST GROUP INC Class A Common Stock. This figure reflects her updated direct holdings following the 5,000-share derivative exercise and the 1,217-share tax-withholding disposition disclosed in the Form 4.

Was Caroline Beasley’s BEASLEY BROADCAST GROUP INC (BBGI) Form 4 an open-market stock sale?

The Form 4 does not show an open-market sale. It reports a tax-withholding disposition of 1,217 shares at $26.13 per share, tied to equity compensation, and a 5,000-share derivative exercise. Tax-withholding dispositions are mechanical and do not represent discretionary selling decisions.

What does the 5,000-share derivative exercise mean for BEASLEY BROADCAST GROUP INC (BBGI)?

The 5,000-share derivative exercise means Caroline Beasley converted equity-based awards into 5,000 shares of Class A Common Stock. This is part of her compensation structure and indicates she increased her direct share ownership, while some shares were simultaneously withheld for taxes.

How are restricted stock units treated in this BEASLEY BROADCAST GROUP INC (BBGI) filing?

Restricted stock units in the filing each represent a contingent right to receive one Class A Common share. They vest in three equal annual installments beginning on June 30, 2025, gradually delivering shares to Caroline Beasley as long as the vesting conditions continue to be met.

Does Caroline Beasley’s Form 4 for BEASLEY BROADCAST GROUP INC (BBGI) indicate major ownership changes?

The Form 4 reflects routine compensation-related movements rather than major ownership changes. Caroline Beasley exercised 5,000 shares and had 1,217 shares withheld for taxes, ending with 39,572 directly held shares, which suggests incremental adjustments to her existing position.

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

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Accepted by SEC EDGAR 07/02/2026 - 04:00 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BEASLEY CAROLINE

(Last) (First) (Middle)

3033 RIVIERA DRIVE, SUITE 200

(Street)

NAPLES FLORIDA 34103

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BEASLEY BROADCAST GROUP INC [ BBGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/30/2026		M		5,000	A	(1)	39,572	D
Class A Common Stock	06/30/2026		F		1,217	D	$26.13	38,355	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/30/2026		M			5,000	(2)	(2)	Class A Common Stock	5,000	$0	5,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

2. The restricted stock units vest in three equal annual installments beginning on June 30, 2025.

	/s/ Shaun Greening, Attorney-in-Fact	07/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)