Beasley Broad SEC Filings

Beasley Broadcast Group reported first quarter 2026 net revenue of $42.6 million, down from $48.9 million a year earlier, mainly due to weakness in traditional agency advertising. On a same-station basis, net revenue declined 6.7%.

Despite lower revenue, operating income improved to $7.7 million from a loss of $0.3 million, largely driven by gains from the sale of all Fort Myers, Florida stations. Net income swung to a profit of $3.2 million, or $1.77 per diluted share, compared with a loss of $2.7 million, or $(1.50) per share.

Underlying profitability remained pressured, with Adjusted EBITDA at $(0.4) million versus $1.1 million in the prior-year quarter. Digital revenue was $10.7 million, flat year-over-year but up 18.2% on a same-station basis, and represented 25% of net revenue with a digital segment operating margin of 15.5%. As of March 31, 2026, long-term debt was $217.5 million and stockholders’ deficit was $46.1 million.

Beasley Broadcast Group, Inc. expanded its Board of Directors from six to seven members and appointed Jeffrey D. Goldberg to fill the new seat, effective immediately. He will also serve on the Board’s Strategic Alternatives Committee.

Goldberg will receive $85,000 in annual cash compensation, including a $65,000 board retainer, a $7,500 fee for serving on the Strategic Alternatives Committee, and $12,500 of additional cash consideration. He brings extensive executive and board experience in health care services and technology. The company states there are no related party transactions with Goldberg reportable under Item 404(a) of Regulation S-K, and notes that he was elected pursuant to an Amended and Restated Transaction Support Agreement dated April 27, 2026.

Beasley Broadcast Group, Inc. states that on May 1, 2026 holders controlling a majority of its voting power approved a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to implement governance and structural terms in an Amended and Restated Transaction Support Agreement dated April 27, 2026.

The amendment adds provisions restricting voluntary insolvency filings without unanimous Board approval (including the affirmative vote of the Initial 2L Supporting Holder Director), requires filing specified FCC Applications, and sets mechanics and timing for an Equity Conversion of certain obligations, triggered by specified events or regulatory approvals.

Beasley Broadcast Group, Inc. completed a debt restructuring and new financing package. Its subsidiary issued $98,475,254 of 10.000% Senior Secured Second Lien PIK Notes due 2027 in exchange for existing 9.200% second-lien notes, with holders of approximately $184,056,000 principal amount participating.

The 2027 PIK Notes mature on December 31, 2027, but include a springing maturity that can accelerate repayment if asset sale or financing milestones or certain covenant breaches occur. A majority of noteholders can later elect to convert all notes into equity representing up to 95% of fully diluted Class A and B shares, subject to FCC approvals and reductions if principal is repaid in cash.

The company also entered into a new $35.0 million secured asset-based revolving credit facility, expandable to $45.0 million, maturing no later than the springing maturity date or May 1, 2029. This ABL facility bears interest at a floating rate of at least 6.75% and includes borrowing base limits, minimum liquidity requirements and customary covenants and events of default.

Beasley Broadcast Group, Inc. announced the expiration and final results of refinancing transactions involving its senior secured notes. The company’s subsidiary offered an exchange of 9.200% Senior Secured Second Lien Notes due 2028 for new 10.000% Senior Secured Second Lien PIK Notes due 2027 at a 50% exchange ratio.

In the Tender Offer, $15,899,000 aggregate principal amount of 11.000% Senior Secured First Lien Notes due 2028, representing 100% of that series, were validly tendered and accepted for purchase. Of this, $15.9 million was purchased on March 30, 2026 and $15.0 million remain outstanding.

In the Exchange Offer, holders tendered $184,056,000 of Existing Second Lien Notes, representing 99.53% of that series, which were accepted for exchange. The company also obtained the requisite consents to adopt proposed amendments to the indentures governing both note series, including releasing collateral securing the Existing Second Lien Notes. The offers are expected to settle and the amendments to be effected on or around April 30, 2026, subject to conditions, and the new 2027 PIK Notes are being issued in a private offering exempt from Securities Act registration.

Beasley Broadcast Group, Inc. files Amendment No. 1 to its Annual Report to replace Part III information that was originally expected to come from its 2026 proxy statement. The amendment updates director and executive biographies, board committee structure, governance policies, executive pay, ownership and related-party transactions.

As of April 1, 2026, the company reports 973,170 Class A and 833,137 Class B shares outstanding, with Class B carrying ten votes per share. Non‑affiliate Class A holdings had an aggregate market value of $2.81 million as of June 30, 2025. The filing shows 2025 total compensation of $1.62 million for CEO Caroline Beasley, $0.83 million for COO Brian Beasley, and $0.41 million for President Bruce Beasley, along with outstanding restricted stock units and a multi‑year equity incentive plan.

The amendment also details Beasley family ownership and control, related‑party leases and transactions with Beasley‑affiliated entities, director fee levels, independence determinations, and audit fees of $366,500 for 2025. No new financial statements are included, and prior forward‑looking statements are not updated.

Beasley Broadcast Group Inc. reported that Turning Rock Capital Partners, Turning Rock Capital, LLC and Charles McDulin jointly beneficially own 72,557 Class A shares (approximately 7.5%) as of the close of business on April 8, 2026.

The filing states the 72,557 shares equal ~7.5% of 973,170 shares outstanding as of April 1, 2026. The Reporting Persons are a group for Section 13(d) purposes; shared voting and dispositive power are reported.

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.

Beasley Broadcast Group, Inc. files its annual report describing a multi-platform radio and digital advertising business focused on clustered stations across major U.S. markets. The company details extensive FCC regulation, competition from digital and tech platforms, and seasonal and political swings in advertising revenue.

The filing highlights significant risks, including high leverage, an unpaid February 2026 interest payment on long-term debt, and substantial doubt about its ability to continue as a going concern. It also warns of potential Nasdaq delisting, rising royalty and compliance costs, cybersecurity threats, and technology shifts such as removal of AM receivers from new vehicles.