BEASLEY BROADCAST GROUP INC

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Nature of Business

Beasley Broadcast Group, Inc. (the “Company” or “BBGI”) is a multi-platform media company, operatingtwo reportable business segments, whose primary business is operating radio stations throughout the United States. The Company offers local and national advertisers integrated marketing solutions across audio, digital and event platforms. The Company owns and operates stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL.

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Summary of Significant Accounting Policies

Principles of Consolidation

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly owned subsidiaries, including OutlawsXP, Inc. All significant inter-company transactions and balances have been eliminated.

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Such estimates include: (i) the amount of allowance for credit losses; (ii) future cash flows used for testing recoverability of property and equipment; (iii) fair values used for testing Federal Communications Commission ("FCC") licenses and other intangibles for impairment; (iv) estimates used to determine the incremental borrowing rate to record operating lease liabilities and right-of-use assets (v) the realization of deferred tax assets; and (vi) actuarial assumptions related to the Supplemental Employee Retirement Plan ("SERP"). Actual results and outcomes may differ from management’s estimates and assumptions.

Cash and Cash Equivalents

All short-term investments with an original maturity of three months or less are considered to be cash equivalents.

Accounts Receivable

Accounts receivable consist primarily of uncollected amounts due from advertisers for the sale of advertising airtime. The amounts are net of advertising agency commissions and an allowance for credit losses. The allowance for credit losses reflects management’s estimate of expected losses in accounts receivable from local advertisers and national agencies. Management determines the allowance based on historical information, relative improvements or deteriorations in the age of the accounts receivable and changes in current economic conditions and reasonable and supportable forecasts of future economic conditions. Interest is not accrued on accounts receivable.

The changes in allowance for credit losses on accounts receivable are as follows:

Property and Equipment

Propertyand equipment is recorded at fair value in a business combination or otherwise at cost and depreciated using the straight-line method over the estimated useful life of the asset. If an event or change in circumstances were to indicate that the carrying amount ofproperty and equipment is not recoverable, the carrying amount will be reduced to the estimated fair value. Repairs and maintenance are charged to expense as incurred.

FCC Licenses

FCC licenses, including translator licenses, are generally granted for renewable terms ofeight years. Renewal costs are generally minor and expensed as incurred. Licenses are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the Company’s licenses might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that its licenses are impaired. If the Company determines it is more likely than not that its licenses are impaired, then the Company is required to perform the quantitative impairment test. The quantitative impairment test compares the fair value of the Company’s licenses with their carrying amounts. If the carrying amounts of the licenses exceed their fair value, an impairment loss is recognized in an amount equal to that excess. For the purpose of testing its licenses for impairment, the Company combines its licenses into reporting units based on its market clusters. See Note 5 for changes in the carrying amount of FCC licenses for the years ended December 31, 2024 and 2025. The weighted-average period before the next renewal of the Company’s FCC licenses is 3.1 years.

Other Intangibles

Other intangibles include advertiser relationships with finite lives that are amortized over their respective estimated useful lives. If an event or change in circumstances were to indicate that the carrying amount of any other intangibles is not recoverable, the carrying amount will be reduced to the estimated fair value. Other intangibles also includes brands with indefinite lives that are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the Company’s brands might be impaired. For the purpose of testing its other intangibles for impairment, the Company has identified its market clusters and digital as its reporting units. See Note 6 for changes in the carrying amount of other intangibles for the years ended December 31, 2024 and 2025.

Investments

Other assets include an investment in Quu, Inc. (“Quu”). The Company is considered to have the ability to exercise significant influence over the operating and financial policies of Quu. Therefore, the investment in Quu is accounted for using the equity method. The Company will recognize its share of the earnings of Quu in the periods for which it is reported. Any loss in value of the investment that is other than a temporary decline will be recognized. Other assets also include a noncontrolling interest in AUDIOis, which does not have a readily determinable fair value, and therefore, is recorded at cost less impairment. The Company evaluates the investments on a quarterly basis to identify impairment. When the evaluation indicates that an impairment exists, the Company will estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value and the carrying amount of the investment. The carrying amount of the investment in QUU was $1.9 million as of both December 31, 2024 and 2025.

Debt Issuance Costs and Debt Premiums or Discount

Debt issuance costs and debt premiums or discounts are capitalized and amortized over the life of the related debt as interest expense on a straight-line basis, which approximates the effective interest method. Unamortized debt issuance costs and debt premiums or discounts are reported as a direct deduction from or increase to the carrying amount of the related debt.

Leases

The Company determines whether a contract is or contains a lease at inception. The term for each lease agreement begins on the commencement date and includes the noncancelable period specified in the agreement together with: (1) the periods covered by options to extend the lease if the Company is reasonably certain to exercise that option, (2) the periods covered by an option to terminate if the Company is reasonably certain not to exercise that option and (3) the period covered by an option to extend (or not terminate) if controlled by the lessor. The lease liabilities and the related right-of use assets are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s incremental borrowing rate (“IBR”). IBR is defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

Supplemental Employee Retirement Plan

Thecosts and liabilities of the SERP are determined using actuarial valuations. An actuarial valuation involves making various assumptions that include the discount rate and mortality rates. The discount rate is based on matching the cash flows of the SERP to the FTSE Pension Discount Curve. The mortality assumptions are based on the mortality tables and mortality improvement scales that are selected based on the most recent study of the Society of Actuaries. The SERP is frozen so future employment does not change the benefit amounts. Actual results will differ from results which are estimated based on assumptions.

Treasury Stock

Treasury stock is accounted for using the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.

Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized in earnings over the period during which an employee is required to provide service. No compensation cost is recognized for equity instruments for which employees do not render the requisite services.

Income Taxes

The Company recorded income taxes under the liability method. Deferred tax assets and liabilities are recognized for all temporary differences between tax and financial reporting bases of the Company’s assets and liabilities using enacted tax rates applicable to the periods in which the differences are expected to affect taxable income. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense.

Comprehensive Loss

Comprehensive loss consists of net loss and other gains and losses affecting equity that, under accounting principles generally accepted in the United States of America, are excluded from net loss, including unrecognized net actuarial gains and losses related to the SERP.

Loss per Share

Basic net loss per share is computed by dividing net loss attributable to common stockholders of the Company by the weighted average number of common shares outstanding for the period. Common shares outstanding include shares of both Class A and Class B Common Stock, which have equal rights and privileges except with respect to voting. Diluted net loss per share reflects the potential dilution that could occur if restricted stock units or other contracts to issue common stock were exercised or converted into common stock and were not anti-dilutive. When reporting a net loss, the effect of restrictive stock units is excluded under the treasury stock method as the addition of shares would be anti-dilutive.

Concentrations of Risk

Certain cash deposits with financial institutions may, at times, exceed FDIC insurance limits.

The stations located in Boston, MA, Detroit, MI, and Philadelphia, PA collectively contributed 58% of the Company’s net revenue in 2025. The stations located in Boston, MA, Detroit, MI, and Philadelphia, PA collectively contributed 58% of the Company’s net revenue in 2024.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels. The three levels of the fair value hierarchy are defined as follows:

Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, as of the reporting date.

Level 3 – Unobservable inputs for the asset or liability that reflect management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability as of the reporting date.

Sports Programming Costs

Sports programming rights for a specified season are amortized on a straight-line basis over the season. Other payments are expensed when the additional contract elements, such as post-season games, are broadcast.

Segments

The Company currently operatestwo operating and reportable segments (Audio and Digital). The identification of segments is consistent with how the segments report to and are managed by the Company’s Chief Executive Officer (the Company’s Chief Operating Decision Maker). Operating results are reported to the Chief Operating Decision Maker on a statement of operations, which includes net revenue, operating expenses, impairment losses, gains and losses on dispositions and depreciation and amortization. Corporate expenses include general and administrative expenses and certain other income and expense items not allocated to the operating segments.

Going Concern

In accordance with ASC Topic 205-40, the Company’s management evaluates whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of issuance of the financial statements included in this annual report. This evaluation includes considerations related to the Company’s forecasted liquidity and cash consumption requirements.

TThe Company has a history of net losses and negative operating cash flows and expects to continue to incur additional losses in the near future. Additionally, the Company has defaulted on its Existing Second Lien Notes (as defined in Note 22 below), see Note 22 for additional information. Although the Company continues to pursue a strategy to realize improved operations, including anticipated improvements from the Refinancing Transactions (as defined in Note 22 below) and related cost reductions, the timing of these realizations cannot be guaranteed to ensure liquidity is available when needed to meet the Company’s obligations. As a result of these considerations, the Company’s liquidity may be insufficient to meet its obligations for at least one year from the date of issuance of the financial statements included in this annual report, and management has concluded there is substantial doubt about the Company’s ability to continue as a going concern.

Management believes that the successful completion of the Refinancing Transactions contemplated by the Transaction Support Agreement (as defined in Note 22 below), including the Exchange Offer and Tender Offer (each as defined in Note 22 below), would significantly improve the Company’s liquidity position and capital structure. As of the date of this filing, approximately 97% of the aggregate principal amount of the Existing Second Lien Notes have validly tendered in the Exchange Offer and provided consents to the proposed amendments to the Existing Second Lien Notes Indenture (as defined in Note 22 below). Upon closing, the Company would incur transaction-related cash payments, receive funding associated with the ABL Credit Facility, and replace the existing second lien cash interest obligations with the new financing structure. As a result, the liquidity benefit associated with the new ABL Credit Facility would be realized upon closing, and the reduction in required cash interest payments would begin upon closing and continue through the forecast period. However, there can be no assurances of the Company’s ability to realize these plans or successfully complete the Refinancing Transactions.

Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued several updates to the codification. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted. The Company is currently in the process of reviewing the new guidance.

In December 2025, the FASB issued amendments intended to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments are effective for the annual reporting periods after December 15, 2027, and interim periods within those fiscal year reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently in the process of reviewing the new guidance.

In July 2025, the FASB issued guidance that provides the option to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. These amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company does not expect the new guidance to have a significant impact on the financial statements.

In November 2024, the FASB issued guidance that requires entities to disclose, in the notes to financial statements, specified information about certain costs and expenses including the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas producing activities (or other amounts of depletion expense) included in each relevant expense caption, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, entities will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of reviewing the new guidance.

In December 2023, the FASB issued guidance which requires additional disclosures primarily related to the Company's income tax rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the new guidance prospectively for the annual reporting period ending December 31, 2025 and the new guidance did not have a significant impact on the financial statements.

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Dispositions

On August 11, 2025, the Company entered into an agreement to sell substantially all of the assets used in the operations of WRXK-FM and WXKB-FM in Fort Myers, FL to a third party for $9.0 million in cash. On August 11, 2025, the Company also entered into an agreement to sell substantially all of the assets used in the operations of WBCN-AM, WJPT-FM and WWCN-FM in Fort Myers, FL to another third party for $9.0 million in cash. A summary of net assets held for sale as of December 31, 2025 is as follows:

On September 29, 2025, the Company completed the sale of substantially all of the assets used in the operations of WPBB-FM in Tampa, FL to a third party for $8.0 million in cash. The Company recorded a gain on disposition of $0.4 million during the third quarter of 2025.

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Property and Equipment

Property and equipment is comprised of the following:

On January 27, 2025, the Company completed a sale of land in Belmar, NJ to a third party for $2.8 million in cash. The Company recorded a gain on disposition of $1.7 million during the first quarter of 2025.

On October 28, 2024, the Company completed the sale of a building in Belmar, NJ to a third party for $1.2 million in cash. The Company recorded a gain on disposition of $0.8 million during the fourth quarter of 2024.

The Company recorded depreciation expense of $7.0 million and $6.1 million for the years ended December 31, 2024 and 2025, respectively.

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FCC Licenses

Changes in the carrying amount of FCC licenses for the years ended December 31,2024 and 2025 are as follows:

FCC licenses are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the FCC licenses might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that its FCC licenses are impaired. If the Company determines it is more likely than not that its FCC licenses are impaired, then the Company is required to perform the quantitative impairment test. The quantitative impairment test compares the fair value of the FCC licenses with the carrying amounts of such licenses. If the carrying amounts of the FCC licenses exceed the fair value, an impairment loss is recognized in an amount equal to that excess. For the purpose of testing FCC licenses for impairment, the Company combines its licenses into reporting units based on its market clusters. The FCC license valuations are Level 3 non-recurring fair value measurements.

The fair values of the FCC licenses were estimated using an income approach. The income approach is based upon discounted cash flow analyses for the nextten years incorporating variables such as projected audio market revenues, projected growth rate for audio market revenues, projected audio market revenue shares, projected audio station operating cash flow margins, and a discount rate appropriate for the audio industry.

The Company performed the annual quantitative impairment test for its FCC licenses in all markets during the fourth quarter of 2025. As a result of the annual quantitative impairment test, the Company recorded impairment losses of $224.8 million related to the FCC licenses in each of its reporting units. The impairment losses were primarily due to a decrease in the projected revenues in each market cluster, a decrease in operating cash flow margins in each market cluster, and an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of the FCC licenses.

There were a number of factors that contributed to these changes and the recognition of impairment in the fourth quarter of 2025 as compared to prior periods: 1) the full impact of the general economic uncertainty created by tariffs, inconsistent government economic data, and a degree of global economic upheaval resulting from the change in administrations became apparent by the fourth quarter of 2025. These factors, tariffs in particular, had a negative effect on advertiser spending, which impacted both revenues and cash flow for broadcasters; 2) the decline in core advertising, excluding political, was more significant than anticipated in 2025 while at the same time, the growth in digital advertising was less than anticipated; and 3) the financial outlook for the Company took an adverse turn in the fourth quarter of 2025, as significant concerns around the future liquidity of the Company arose. This translated into increased risk around the Company’s FCC licenses.

The key assumptions used in the discounted cash flow analyses are as follows:

On September 29, 2025, the 12-month silent period for WGUS-FM in Augusta, GA expired, and the FCC license was terminated. The termination resulted in a loss of $0.4 million.

The Company performed the annual quantitative impairment test for its FCC licenses in all markets during the fourth quarter of 2024 and did not record any impairment losses related to the FCC licenses in each of its reporting units. The fair values of the FCC licenses were estimated using an income approach. The key assumptions used in the discounted cash flow analyses are as follows:

On December 25, 2024, the 12-month silent period for WAEC-AM in Atlanta, GA expired, and the FCC license was terminated. The termination resulted in a loss of $0.3 million. On December 20, 2024, the 12-month silent period for WCHZ-FM in Augusta, GA expired, and the FCC license was terminated. The termination resulted in a loss of $0.3 million.

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Other Intangibles

Other intangibles as of December 31,2025 are comprised of the following:

Other intangibles as of December 31, 2024 are comprised of the following:

If an event or change in circumstances were to indicate that the carrying amount of any other intangibles is not recoverable, the carrying amount will be reduced to the estimated fair value. For the purpose of testing its other intangibles for impairment, the Company has identified its market clusters and digital as its reporting units.

The Company recorded amortization expense of $0.3 million and $0.2 millionfor the years ended December 31, 2024 and 2025, respectively. Estimated future amortization expense related to intangible assets subject to amortization for the next four years is as follows:

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Proceeds from BMI Sale

On March 8, 2024, the Company received $6.0 million related to the sale of an investment in Broadcast Music, Inc. (“BMI”) and

recorded a gain of $6.0 million. The gain on sale of investment is reported in the accompanying consolidated statement of net loss for the year ended December 31, 2024. After the sale, the Company no longer holds an investment in BMI.

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Other Current Liabilities

Other current liabilities are comprised of the following:

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Long-Term Debt

Long-term debt is comprised of the following:

On February 2, 2021, the Company issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on

February 1, 2026 (the “Prior Notes”) under an indenture dated February 2, 2021 (the “Prior Notes Indenture”). Interest on the Prior

Notes accrued at the rate of 8.625% per annum and was payable semiannually in arrears on February 1 and August 1 of each year. The Prior Notes were redeemed in full on January 31, 2026..

On October 8, 2024 (the “Settlement Date”), Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the

Company, and certain other of the Company’s subsidiaries, completed: (i) the exchange (the “Prior Exchange Offer”) of $194.7 million aggregate principal amount of the Prior Notes (representing 72.9% of the aggregate principal amount outstanding of the Prior Notes) for (a) $184.9 million aggregate principal amount of the Issuer’s newly issued 9.200% Senior Secured Second Lien Notes due August 1, 2028 (the “Existing Second Lien Notes”) at an exchange ratio of 95.0% of the aggregate principal amount of the Prior Notes tendered for exchange, (b)179,383 shares of Class A Common Stock of the Company, based upon pro rata ownership of the Existing Second Lien Notes issued by the Issuer, and (c) certain cash payments aggregating approximately $1.7 million; (ii) the purchase of $68.0 million aggregate principal amount of the Prior Notes at a purchase price of 62.5% plus accrued and unpaid interest (such offer, the “Tender Offer”); and (iii) the issuance by the Issuer of $30.9 million aggregate principal amount of 11.000% Senior Secured First Lien notes due August 1, 2028 (the “Existing First Lien Notes,” and such offering, the “First Lien Notes Offer”) to holders of Prior Notes or their designees who participated in the Prior Exchange Offer, including to certain backstop commitment parties who committed to purchase the Existing First Lien Notes not otherwise subscribed for. The Company used the proceeds from the First Lien Notes Offer of $30.0 million to fund, in part, the purchase of Prior Notes tendered in the tender offer. Interest on the 11.000% Senior Secured First Lien notes and the 9.200% Senior Secured Second Lien notes is payable semiannually in arrears on February 1 and August 1 of each year.

On the Settlement Date, the Issuer entered into (i) a new indenture (the “First Lien Notes Indenture”) governing its Existing First Lien Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantors (the “Collateral”) on a senior secured first-priority lien basis, subject to certain exceptions, limitations and permitted liens and (ii) a new indenture (the “Second Lien Notes Indenture”) governing its Existing Second Lien Notes, which are fully and unconditionally secured by liens on the Collateral on a senior secured second-priority lien basis, subject to certain exceptions, limitations and permitted liens, in each case with the guarantors thereto and Wilmington Trust, National Association, as trustee and collateral agent, with respect to both the Second Lien Notes Indenture and First Lien Notes Indenture. On the Settlement Date, the Issuer also entered into a Supplemental Indenture with Wilmington Trust, National Association, as trustee and collateral agent, supplementing the Prior Notes Indenture. The First Lien Notes Indenture and the Second Lien Notes Indenture contain restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries.

As the aggregate undiscounted future principal and interest payments under the Existing Second Lien Notes and Existing First Lien Notes were greater than the net carrying amount of the Prior Notes at the time of the debt restructuring, the carrying amount of the debt was not adjusted, and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. The carrying amount of the debt was reduced by the fair value of the shares of our Class A Common Stock issued to holders of the Prior Notes who participated in the Prior Exchange Offer of $2.2 million. The Company capitalized $2.6 million in fees paid to the lenders in connection with the debt restructuring, consisting of certain cash payments made to holders of Prior Notes who participated in the Prior Exchange Offer and a 3.0% participation premium paid to the holders of Prior Notes who participated in the First Lien Notes Offer. The Company incurred $6.0 million in debt restructuring costs, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring, which were expensed.

In the second quarter of 2025, the Company repurchased $1.5 million principal amount of the Prior Notes for a price equal to 65%

of the principal amount and recorded a gain of $0.5 million as a result of the repurchase.

On November 12, 2025, the Issuer entered into supplemental indentures to the First Lien Notes Indenture and the Second Lien Notes Indenture to, among other things, permit the company to use the net proceeds from the September 2025 sale of substantially all of the assets used in the operations of WPBB-FM in Tampa, FL to a third party for $8.0 million in cash for working capital purposes rather than being required to use such net proceeds to repay the First Lien Notes.

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Leases

The Company leases office space, towers and office equipment. Discount rates are based on the Company’s incremental borrowing rate due to the rate implicit in the leases being not readily determinable. The Company used the current borrowing rate on its credit facility, adjusted for the effects of collateralization, to determine the various rates it would pay to finance similar transactions over similar time periods.

The following table summarizes lease information:

As of December 31,2025, future minimum payments for operating leases for the next five years and thereafter are summarized as follows:

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Employee Benefit Plans

Defined Contribution Plan

The Company has a defined contribution plan that conforms to Section 401(k) of the Internal Revenue Code. Under this plan, employees may contribute a minimum of 1% of their compensation (no maximum) to the Plan. However, the Internal Revenue Code limited contributions to $23,000 and $23,500 (or $30,500 and $31,000 if aged 50 years or older) in 2024 and 2025, respectively. No employer matching contributions were made to the defined contribution plan in 2024 and 2025.

Supplemental Employee Retirement Plan

The benefit obligations related to the frozen SERP of $7.3 million are reported in other long-term liabilities, of which $0.6 million was reclassified to other current liabilities, in the consolidated balance sheets as of December 31, 2024 and 2025. The Company contri buted $0.5 million to the SERP in both 2024 and 2025.

The SERP is summarized as follows:

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Stockholders’ Equity

The Company has two classes of common stock: Class A common stock and Class B common stock. In the election of directors, the holders of Class A common stock are entitled by class vote, exclusive of other stockholders, to elect two of the Company’s directors, with each Class A share being entitled to one vote. In the election of the other four directors and all other matters submitted to the stockholders for a vote, the holders of Class A shares and Class B shares shall vote as a single class, with each Class A share being entitled to one vote and each Class B share entitled to ten votes.

From time to time, the Company repurchases sufficient shares of its common stock to fund withholding taxes in connection with the vesting of restricted stock units. The Company paid $29,531 to repurchase 5,561 shares in 2025.

The board of directors has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company’s stockholders. In addition, the Indenture governing the Notes limits the ability of the Company to pay dividends.

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Revenue

Revenue is comprised of the following:

The Company recognizes revenue when it satisfies a performance obligation under a contract with an advertiser. The transaction price is allocated to performance obligations based on executed contracts which represent relative standalone selling prices. Payment is generally due within 30 days, although certain advertisers are required to pay in advance. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. The Company has elected to use the practical expedient to expense sales commissions as incurred. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the balance sheet. Substantially all deferred revenue is recognized within 12 months of the payment date.

Audio revenue includes revenue from the sale or trade of aired commercial spots to advertisers directly or through national, regional or local advertising agencies. Each commercial spot is considered a performance obligation. Revenue is recognized when the commercial spots have aired. Trade sales are recorded at the estimated fair value of the goods or services received. If commercial spots are aired before the goods or services are received, then a trade sales receivable is recorded. If goods or services are received before the commercial spots are aired, then a trade sales payable is recorded. Other revenue includes revenue from concerts, promotional events, talent fees and other miscellaneous items. Such revenue is generally recognized when the concert, promotional event, or talent services are completed.

Digital revenue includes revenue from the sale of streamed commercial spots, station-owned assets and third-party products. Each streamed commercial spot, station-owned asset and third-party product is considered a performance obligation. Revenue is recognized when the commercial spots have streamed. Station-owned assets are generally scheduled over a period of time and revenue is recognized over time as the digital items are used for advertising content, except for streamed commercial spots. Third-party products aregenerally scheduled over a period of time with an impression target each month. Revenue from the sale of third-party products is recognized over time as the digital items are used for advertising content and impression targets are met each month. The Company assesses each digital order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for digital revenue.

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Stock-Based Compensation

On June 25, 2025, the Company's stockholders approved the adoption of the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (the “2025 Plan”). The 2025 Plan, among other things, permits the Company to issue up to 300,000 shares of Class A common stock in the form of equity-based awards, including restricted stock units, shares of restricted stock and stock options, to employees, consultants and non-employee directors. The restricted stock units that will be granted under the 2025 Plan will generally vest overone tofive years of service.

The 2025 Plan replaced the Beasley Broadcast Group, Inc. 2007 Equity Incentive Plan, as amended and restated (the “2007 Plan”), and no further awards will be granted under the 2007 Plan. However, the terms and conditions of the 2007 Plan will continue to govern any outstanding awards granted thereunder.

A summary of restricted stock unit activity under the 2025 Plan is presented below:

As of December 31, 2025, therewas $0.2 million of total unrecognized compensation cost for restricted stock units granted under the 2025 Plan. That cost is expected to be recognized over a weighted-average period of 3.0 years.

A summary of restricted stock unit activity under the 2007 Plan is presented below:

As of December 31, 2025, there was $0.3 million of total unrecognized compensation cost for restricted stock units granted under the 2007 Plan. That cost is expected to be recognized over a weighted-average period of 1.9 years.

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Income Taxes

Income tax benefitfor the year ended December 31, 2025 is as follows:

Income tax benefit for the year ended December 31,2025 differs from the amounts that would result from applying the federal statutory rate of 21% to the Company’s pre-tax loss as follows:

Income tax benefit for the year ended December 31,2024 is as follows:

Income tax benefit for the year ended December 31,2024 differs from the amounts that would result from applying the federal statutory rate of 21% to the Company’s loss before taxes as follows:

Temporary differences that give rise to the components of deferred tax assets and liabilities are as follows:

Income taxes paid for the year ended December 31,2025 are as follows:

As of December 31, 2025, the Company has federal net operating losses of $6.2 million. The federal net operating losses have an indefinite life. As of December 31,2025, the Company has state net operating losses of $10.0 million. Massachusetts and Pennsylvania contributed approximately 66% of the state net operating losses. State net operating losses of approximately $8.2 million begin expiring in 2035. The majority of the remaining state net operating losses have an indefinite life.

For the year ended December 31, 2025, the Company’s state and local income taxes, net of federal taxes, totaled a $6.4 million tax benefit. The Company identified the individual state and local jurisdictions that together comprise more than 50% of the total state and local income taxes, net of federal taxes. For 2025, state and local income taxes in Florida and Massachusetts comprised the majority of this category.

During the year ended December 31, 2025, the Company evaluated the realizability of its deferred tax assets. As part of this evaluation, the Company considered all available positive and negative evidence, including recent operating results, projections of future taxable income, the scheduled reversal of existing temporary differences, and tax planning strategies. As a result of this assessment, the Company determined that it is more likely than not that a portion of its deferred tax assets will not be realized. Accordingly, the Company recorded a valuation allowance of $15.8 million against its deferred tax assets as of December 31,2025.

The primary factors contributing to the need for a valuation allowance were cumulative losses in recent years and the absence of sufficient projected future taxable income to utilize interest expense that was previously limited and not deducted. The Company will continue to assess the realizability of its deferred tax assets in future periods and will adjust the valuation allowance as appropriate based on changes in facts and circumstances. The effect of the valuation allowance is reflected in the Company’s effective tax rate reconciliation as a reconciling item, increasing the effective tax rate for the period.

The Company only has operations in the United States, and therefore, no foreign income or foreign income taxes.

On October 8, 2024, the Company completed a debt modification (see Note 9) that resulted in a cancelation of indebtedness income for tax purposes in 2024, which is amortized over the life of the debt for book purposes, resulting in a new deferred tax asset.

As of December 31, 2024 and 2025, the Company doesnot have any material unrecognized tax benefits and accordingly, hasnot recorded any interest or penalties related to unrecognized tax benefits. The Company and its subsidiaries file a consolidated federal income tax return and various state returns. These returns remain subject to examination by taxing authorities for all years after 2021.

(16)

Loss Per Share

Net loss per share calculation information is as follows:

(1) Weighted-average shares outstanding used in the computation of basic and diluted Net loss attributable to BBGI stockholders per Class A and Class B common share have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024. See Note 21 for additional information.

The Company excluded the effect of restrictive stock units under the treasury stock method when reporting a net loss as the addition of shares was anti-dilutive. The number of shares excluded was 17,451 and 10,473 for theyears ended December 31, 2024 and 2025, respectively.

(17)

Related Party Transactions

The Company leases certain office space and towers from related parties as described below. As a result, the Company has recorded operating lease right-of-use assets of $3.7 million and $2.4 million for the years ended December 31,2024 and 2025, respectively, and operating lease liabilities of $3.8 million and $2.6 million for the years ended December 31, 2024 and 2025. The operating lease right-of-use assets and operating lease liabilities for the related party leases are reported in the accompanying consolidated balance sheets for the years ended December 31, 2024 and 2025.

Beasley Broadcasting Management, LLC

The Company leases its principal executive offices in Naples, FL from Beasley Broadcasting Management, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family. The lease agreement expires on December 31, 2031. Rental expense was $0.3 million and $0.2 million for the years ended December 31, 2024 and 2025, respectively.

Beasley Family Properties, LLC

The Company leased office space for its stations in Fort Myers, FL from Beasley Family Properties, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley, and other members of the Beasley family. The lease agreement was terminated on February 6, 2026. For more information, see Note 22 to the consolidated financial statements. Rental expense was $0.2 million for each of the years ended December 31, 2024 and 2025.

Beasley Family Towers, LLC

The Company leases office space for its stations in Fayetteville, NC from BFT. The lease agreement expires on August 31, 2030. Rental expense was $0.1 million for each of the years ended December 31, 2024 and 2025.

On October 8, 2024, the Company entered into a common stock purchase agreement for the issuance and sale of 56,864 shares of Class A Common Stock of the Company to Beasley Family Towers, LLC at an offering price of approximately $12.31 per share, for gross proceeds of $700,000. The Company used the net proceeds to fund a portion of the cash payment made to the exchanging holders in the Prior Exchange Offer, and for other corporate purposes.

On December 25, 2024, the 12-month silent period for WAEC-AM in Atlanta, GA expired and the FCC license was terminated. The Company sold the remaining transmitter equipment to Beasley Family Towers, LLC for $0.1 million.

GGB Augusta, LLC

The Company leases land for its stations in Augusta, GA from GGB Augusta, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family. The lease agreement expires on October 31, 2028. Rental expense was approximately $53,000 and $41,000 for the years ended December 31, 2024 and 2025, respectively.

GGB Las Vegas, LLC

The Company leases office space for its stations in Las Vegas, NV from GGB Las Vegas, LLC, which is controlled by members of the Beasley family. The lease agreement was terminatedon June 30, 2025. Rental expense was $0.2 million and $0.1 million for the years ended December 31,2024 and 2025, respectively.

Wintersrun Communications, LLC

The Company leases a tower forone station in Augusta, GA from Wintersrun. The lease agreement expired on October 15, 2025. Rental expense was approximately $31,000 and $24,000 for the years ended December 31,2024 and 2025, respectively.

Quu, Inc.

The Company currently holds an investment in Quu, Inc. ("Quu"), a company that provides the Company with access to an application for digital revenue. Payments to Quu for access to the application were$0.5 million for each of the years ended December 31,2024 and 2025.

Loan to Interactive Life, Inc.

In May 2022, the Company provided a $250,000 loan to Interactive Life, Inc. that accrues interest at 8.625% per annum until the loan’s maturity in March 2026. Interactive Life, Inc. is controlled by Mr. Joseph Harb. The Company currently holds an investment in Quu, a company that is controlled by Mr. Harb. Repayment of the loan to Interactive Life, Inc. is guaranteed by Mr. Harb with 3,333,334 shares of Class A common stock of Quu, Inc.

(18)

Commitments and Contingencies

On August 19, 2025, the Radio Music Licensing Committee ("RMLC") announced that they had entered into settlement agreements with American Society of Composers, Authors, and Publishers ("ASCAP") and BMI concerning licensing

arrangements. The settlements established final license fee rates, which apply retrospectively for the period January 1, 2022 through

December 31, 2029. The rate increase results in additional royalties to be paid by the Company to ASCAP and BMI for periods dating back to January 1, 2022. The Company recorded an accrual of $1.5 million related to the ASCAP settlement in the other operating expenses during the third quarter of 2025. In December 2025, the Company was provided with the information necessary to reasonably estimate the additional royalties payable under the BMI settlement and recorded an accrual of $1.4 million in other operating expenses during the fourth quarter of 2025.

The Company has various commitments for rating services and on-air programming including sports broadcast rights for the Boston Bruins, Boston Celtics, and New England Patriots. As of December 31,2025, future minimum payments for the next five years and thereafter are summarized as follows:

In the normal course of business, the Company is party to various legal matters. The ultimate disposition of these matters will not, in management’s judgment, have a material adverse effect on the Company’s financial position.

(19)

Financial Instruments

The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximates fair value due to the short-term nature of these financial instruments.

The estimated fair value of the Company’s Notes, based on available market information, was $136.5 million and $100.2 million as of December 31, 2024 and 2025, respectively. The Company used Level 2 measurements under the fair value measurement hierarchy to determine the estimated fair value of the Notes.

(20)

Segment Information

The Company currently operatestwo operating and reportable segments (Audio and Digital). The identification of segments is consistent with how the segments report to and are managed by the Company’s Chief Executive Officer (the Company’s Chief Operating Decision Maker). The Audio segment generates revenue primarily from the sale of commercial advertising to customers of the Company’s stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayette ville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. The Digital segment generates revenue primarily from the sale of digital advertising to customers of the Company’s stations and other advertisers throughout the United States. Corporate expenses include general and administrative expenses and certain other income and expense items not allocated to the operating segments. Non-operating corporate items, including interest expense and income taxes, are reported in the accompanying consolidated statements of comprehensive loss.

Reportable segment information for the year ended December 31,2025 is as follows:

Reportable segment information for the year ended December 31, 2024 is as follows:

Reportable segment information as of December 31, 2025 is as follows:

Reportable segment information as of December 31, 2024 is as follows:

(21)

Reverse Stock Split

On September 23, 2024, the Company effected the Reverse Stock Split. As a result of the Reverse Stock Split, every 20 shares of the Company’s Class A Common Stock issued and outstanding were automatically converted into one share of Class A Common Stock, and every 20 shares of the Company’s Class B Common Stock issued and outstanding were automatically converted into one share of Class B Common Stock. No fractional shares of Class A Common Stock or Class B Common Stock were issued in connection with the Reverse Stock Split. Holders of Class A Common Stock or Class B Common Stock received cash in lieu of fractional shares. The Reverse Stock Split had no effect on the par value of the Company’s Class A Common Stock or Class B Common Stock, which remained $0.001 per share, and had no effect on the number of authorized shares of the Company’s Class A Common Stock or Class B Common Stock. Following the Reverse Stock Split, the Class A Common Stock continued to be traded on the Nasdaq Capital Market under the symbol “BBGI” on a split-adjusted basis beginning on September 24, 2024.

(22)

Subsequent Events

Transaction Support Agreement and Exchange Offer

On March 20, 2026, the Company and Beasley Mezzanine Holdings, LLC (the “Issuer”), an indirect subsidiary of the Company, entered into a transaction support agreement (the “Transaction Support Agreement”) with certain holders of the Existing Notes (the “Supporting Holders”) representing a majority of the aggregate outstanding principal amount of the Existing First Lien Notes and a majority of the aggregate outstanding principal amount of the Existing Second Lien Notes. The Transaction Support Agreement provides for support of certain refinancing transactions (the “Refinancing Transactions”), to be undertaken by the following: (i) an exchange offer (the “Exchange Offer”) to exchange any and all of the Existing Second Lien Notes for newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 (“2027 PIK Notes”) at an exchange ratio of 50.0% of the aggregate principal amount (or $500 per $1,000 of principal amount) of the Existing Second Lien Notes tendered for exchange, to be issued subsequent to the issuance of this Annual Report, (ii) an offer to purchase (the “Tender Offer” and, together with the Exchange Offer, the “Offers”) up to $15.9 million of the Existing First Lien Notes for purchase at a price equal to 100%of the par value thereof and (iii) related consent solicitations (the “Consent Solicitations”) to proposed amendments to the existing indentures governing the Existing Notes (the “Existing Indentures”) to, among other things, (x) adopt certain proposed amendments to the Existing Indentures and (y) release all of the Collateral securing the Existing Second Lien Notes. The Refinancing Transactions are expected to be consummated on the terms set forth in an offering memorandum and solicitation statement provided to holders of the Existing Notes.

Pursuant to the Transaction Support Agreement, the Supporting Holders have agreed to, among other things, (i) tender all of their Existing Notes in the Offers and (ii) provide their related consents under the Consent Solicitations. The Supporting Holders’ obligations under the Transaction Support Agreement are conditioned upon holders holding 100% of the aggregate principal amount of the Existing Second Lien Notes tendering their Existing Second Lien Notes pursuant to the Exchange Offer and providing their consents to the Consent Solicitations (the “Minimum Participation Condition”), as well as certain other customary conditions. The Initial Supporting Holders (as defined in the Transaction Support Agreement) may waive the Minimum Participation Condition in their sole and absolute discretion. Satisfaction of the Minimum Participation Condition may not be known until the expiration date of the Exchange Offer, which is currently expected to be on April 16, 2026.

In connection with the Company’s and the Issuer’s entry into the Transaction Support Agreement, on March 20, 2026, the Issuer commenced the Refinancing Transactions. On March 26, 2026, the early first lien tender date, holders of the Existing First Lien Notes had validly tendered $30.9 million aggregate principal amount of Existing First Lien Notes in the Tender Offer, and the Issuer accordingly accepted $15.9 million of such tenders in accordance with the terms of the Tender Offer. On March 30, 2026, the Issuer completed the purchase of $15.9 million aggregate principal amount of Existing First Lien Notes pursuant to the Tender Offer, and $15.0 million aggregate principal amount of Existing First Lien Notes remain outstanding as of such date. As of the date of this filing, approximately 97% of the aggregate principal amount of the Existing Second Lien Notes have validly tendered in the Exchange Offer and provided consents to the proposed amendments to the Existing Second Lien Notes Indenture. Assuming the requisite conditions for consummation of the Refinancing Transactions are satisfied, the Company expects the Refinancing Transactions to settle on or around April 20, 2026.

The Transaction Support Agreement includes representations, warranties, covenants and closing conditions customary for agreements of this type. Pursuant to the terms of the Transaction Support Agreement, at the closing of the Offers, the Company will appoint an independent director selected by the Initial Supporting Holders as a member of the Company’s Board of Directors. The Transaction Support Agreement also grants the Initial Supporting Holders the right, commencing 270 days after closing of the Offers, to propose three candidates for an additional independent director to be selected and appointed by the Company, and to participate in the formation of a strategic alternatives committee of the Board of Directors, in each case subject to certain terms and conditions contained in the Transaction Support Agreement. In addition, the Transaction Support Agreement provides that certain actions, including any insolvency proceeding or bankruptcy filing of the Company, must be authorized by the independent director appointed pursuant to the Transaction Support Agreement. The Transaction Support Agreement will, among other circumstances, terminate upon the earlier of: (a) mutual written consent of the Company and the Supporting Holders, (b) on the settlement date of the Offers or (c) on May 15, 2026, if the Refinancing Transactions have not yet been consummated.

The 2027 PIK Notes will mature on December 31, 2027, subject to a springing maturity condition. Pursuant to the springing maturity condition, if (i) on or before September 30, 2027 the Company and its subsidiaries have not entered into one or more binding agreements for asset sales or debt or equity financings that the Company reasonably determines would yield proceeds, once consummated, that would be sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding as of September 30, 2027, the remaining Existing First Lien Notes and the 2027 PIK Notes will mature on such date or (ii) an event of default with respect to a breach of the governance covenants set forth in the Transaction Support Agreement has occurred, the 2027 PIK Notes will mature on the date such event of default occurred.

The indenture governing the 2027 PIK Notes will include an equity conversion feature. Holders of at least a majority in aggregate principal amount of the 2027 PIK Notes then outstanding may elect to convert all outstanding 2027 PIK Notes into shares of our Class A common stock and Class B common stock on or after December 31, 2027 (or, if the springing maturity condition has occurred, the date on which the springing maturity condition occurs). If such election is made, the holders would receive shares representing, in the aggregate, up to 95% of the issued and outstanding Class A common Stock and Class B common Stock, on a fully diluted basis, subject to reduction based on the amount of cash payments made to holders in respect of principal of the 2027 PIK Notes prior to the conversion date. The equity conversion is subject to obtaining prior approval of the FCC and compliance with applicable FCC foreign ownership rules.

Pursuant to the Transaction Support Agreement and the Refinancing Transactions, the Company expects to enter into an asset-based credit facility (the “ABL Credit Facility”) pursuant to a credit agreement (the “ABL Credit Agreement”) with a principal amount of up to $35.0 million. The ABL Credit Agreement is expected to permit the borrowers thereunder to request increases in the revolving commitments under the ABL Credit Facility from time to time, subject to a cap and customary conditions. Borrowings under the ABL Credit Facility are expected to bear interest, at the borrowers’ option, at term SOFR or base rate, plus, in each case, an interest rate spread to be agreed. The ABL Credit Facility is expected to mature three years from the closing date thereof. The ABL

Credit Facility is expected to be secured by a first-priority lien on accounts receivable and related assets of the Issuer and certain of its subsidiaries and a third-priority lien on certain other assets of the Issuer and certain of its subsidiaries. The obligations of the borrowers under the ABL Credit Agreement are expected to be guaranteed by the guarantors of the Existing Notes. The ABL Credit Agreement is expected to include, among other things, certain customary conditions precedent that must be satisfied prior to any borrowing, customary affirmative and negative covenants and customary events of default. The ABL Credit Agreement is expected to provide that, upon the occurrence and during the continuance of an event of default, the revolving commitments may be terminated, and all outstanding obligations under the ABL Credit Facility may be declared immediately due and payable. There are no assurances that the ABL Credit Agreement will be entered into on the terms set forth above or at all.

On February 2, 2026, the Issuer elected to utilize the 30-day grace period for the interest payments due on Sunday, February 1, 2026 (and payable on Monday, February 2, 2026, the next succeeding business day) (i) in the amount of approximately $8.5 million under the Second Lien Notes pursuant to the terms of the Second Lien Notes Indenture and (ii) in the amount of approximately $1.7 million under the First Lien Notes pursuant to the terms of the First Lien Notes Indenture. On March 2, 2026, the Issuer deposited funds with the trustee for the First Lien Notes for payment in full of all defaulted interest pursuant to the First Lien Notes Indenture. Pursuant to the terms of the Exchange Offer, eligible holders who participate in the Exchange Offer are entitled to receive additional 2027 PIK Notes for all accrued and unpaid interest, including the defaulted interest, at an exchange ratio of 50.0%.

Disposition

On February 6, 2026, the Company completed the sale of substantially all of the assets used in the operations of WRXK-FM and WXKB-FM in Fort Myers, FL to a third party for $9.0 million in cash and substantially all of the assets used in the operations of WBCN-AM, WJPT-FM and WWCN-FM in Fort Myers, FL to another third party for $9.0 million in cash. The Company recorded a gain on disposition of $12.2 million during the first quarter of 2026.