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Beasley Broadcast Group president Bruce G. Beasley reported routine equity compensation activity involving Class A Common Stock. On June 30, 2026, he exercised 1,875 Restricted Stock Units, converting them into the same number of Class A shares at a stated price of $0.00 per share.
To cover tax obligations tied to this vesting, 518 Class A shares were disposed of through a tax-withholding transaction at $26.13 per share, rather than an open-market sale. Following these transactions, he directly holds 25,834 Class A shares, and 1,875 Restricted Stock Units remain outstanding, each representing a contingent right to receive one Class A share.
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.
Beasley Broadcast Group Chief Operating Officer Brian E. Beasley reported routine equity compensation activity involving Class A Common Stock. On June 30, 2026, he exercised 4,250 restricted stock units, converting them into the same number of Class A shares. To cover tax obligations, 1,035 shares were disposed of as a tax-withholding transaction, based on a price of $26.13 per share, leaving him with 30,679 Class A shares held directly after the transactions. The filing also shows 680 Class A shares held indirectly by his children; he disclaims beneficial ownership of those shares. Each restricted stock unit represents a contingent right to receive one Class A share and the units vest in three equal annual installments beginning on June 30, 2025.
Beasley Broadcast Group entered an Equity Distribution Agreement that allows “at-the-market” sales of its Class A common stock with an aggregate offering price of up to $5,235,810 million. The company can sell shares from time to time on Nasdaq or through negotiated transactions using Noble Capital Markets as sales agent.
These shares will be issued under an already effective shelf registration statement, together with a base prospectus and a June 12, 2026 prospectus supplement. The agreement includes customary conditions, indemnification and termination rights, and explicitly states it does not itself constitute an offer to sell securities.
Beasley Broadcast Group, Inc. proposes an at-the-market offering registering up to $5,235,810 of Class A Common Stock through an Equity Distribution Agreement with Noble Capital Markets, Inc., subject to the terms of the agreement.
The Sales Agent may sell shares from time to time at prevailing market prices and will receive a 3.0% commission on gross sales. The prospectus supplement states the company calculated an aggregate market value of Class A common stock held by non-affiliates of $15,707,434 (based on 681,155 non-affiliate shares as of June 5, 2026 at a per-share price of $23.06 as of June 10, 2026). The supplement discloses intended uses of net proceeds including debt reduction, working capital and general corporate purposes and notes material features of the capital structure, including outstanding $98,475,254 aggregate principal of 2027 PIK Notes that contain potential equity-conversion provisions.
Kingdom Capital Advisors, LLC and its principals David Bastian and Kurt Cooper reported beneficial ownership of 70,136 shares of Beasley Broadcast Group Inc. Class A Common Stock, representing 7.2% of the class as of the filing. The shares are held in discretionary client accounts at KCA and the clients retain rights to dividends and sale proceeds. The statement is submitted as a joint filing and is signed by the reporting persons on 06/08/2026.
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.
Beasley Broadcast Group, Inc. is asking stockholders to vote at its July 22, 2026 annual meeting on three main items: electing seven directors, an advisory vote on executive pay, and ratifying Crowe LLP as auditor for 2026.
The proxy explains the dual-class voting structure, under which Class B shares carry ten votes and entities affiliated with the Beasley family hold majority voting control, qualifying the company as a Nasdaq “controlled company.” It details 2025 compensation for key executives, including salary, bonuses and outstanding restricted stock units, and outlines employment and severance terms.
The filing also discloses a 2025 net loss of $196.5 million alongside pay-versus-performance data, related-party leases with Beasley family entities, recent $18 million in Fort Myers station asset sales, board committee structures, and policies on related-party transactions, ethics, insider trading and stockholder proposals.