BEASLEY BROADCAST GROUP INC

Previous wording

We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate 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. We refer to each group of stations in each market as a market cluster. Unless the context otherwise requires, all references in this report to the “Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries.

Current wording

We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. We refer to each group of stations in each market as a market cluster. Unless the context otherwise requires, all references in this report to the “Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries.

Previous wording

the ability of the Company to comply with the continued listing standards of Nasdaq, remain listing on Nasdaq and make periodic filings with the Securities and Exchange Commission (“SEC”);

Current wording

ability to comply with the continued listing standards of Nasdaq, continued listing on Nasdaq or make periodic filings with the SEC;

Previous wording

actions by the Federal Communications Commission (“FCC”) or new legislation affecting the audio industry;

Current wording

actions by the FCC or new legislation affecting the audio industry;

Previous wording

the Company’s ability to identify, consummate and integrate acquired businesses and station;

Current wording

the Company’s ability to identify, consummate and integrate acquired businesses and stations;

Previous wording

other economic, business, competitive, and regulatory factors, such as the ongoing U.S. government shutdown, affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC.

Current wording

other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC.

Previous wording

Local revenue generally consists of commercial advertising sales, digital advertising sales and other sales to advertisers in a station’s local market, either directly to the advertiser or through the advertiser’s agency. National revenue generally consists of commercial advertising sales through advertiser agencies. National advertiser agencies generally purchase advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions.

Current wording

Net Revenue. Our net revenue is primarily derived from the sale of commercial spots to advertisers directly or through national, regional or local advertising agencies. Revenues are reported at the amount we expect to be entitled to receive under the contract. Local revenue generally consists of commercial advertising sales, digital advertising sales and other sales to advertisers in a station’s local market, either directly to the advertiser or through the advertiser’s agency. National revenue generally consists of commercial advertising sales through advertiser agencies. National advertiser agencies generally purchase advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions.

Previous wording

Our critical accounting estimates are described in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no additional material changes to our critical accounting estimates during the nine months ended September 30, 2025.

Current wording

Our critical accounting estimates are described in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no additional material changes to our critical accounting estimates during the three months ended March 31, 2026.

Previous wording

Net Revenue. Net revenue decreased $7.2 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Audio revenue decreased $8.9 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to decreases in local direct revenue, local agency revenue and national agency revenue partially due to a decrease in political advertising. Digital revenue increased $1.6 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to continued growth in the digital segment.

Current wording

Net Revenue. Net revenue decreased $6.3 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Audio revenue decreased $6.3 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to decreases in local direct revenue, local agency revenue and national agency revenue and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital revenue during the three months ended March 31, 2026 was comparable to the three months ended March 31, 2025.

Previous wording

Operating Expenses. Operating expenses decreased $3.9 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Audio operating expenses decreased $3.7 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to continued expense management in the audio segment. Digital operating expenses during the three months ended September 30, 2025 were comparable to the three months ended September 30, 2024.

Current wording

Operating Expenses. Operating expenses decreased $3.1 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Audio operating expenses decreased $3.3 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to continued expense management in the audio segment and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital operating expenses during the three months ended March 31, 2026 were comparable to the three months ended March 31, 2025.

Previous wording

Corporate Expenses. Corporate expenses decreased $2.6 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to a decrease in compensation and contract expenses, partially offset by an increase in corporate expenses allocated to operating expenses.

Current wording

Corporate Expenses. Corporate expenses decreased $0.5 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to a decrease in compensation expenses and an increase in corporate expenses allocated to operating expenses, partially offset by an increase in contract services.

Previous wording

On August 11, 2025, we 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, we 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. The sales, which are subject to FCC approval and other customary closing conditions, are expected to close during the first quarter of 2026. We will no longer have operations in the Fort Myers-Naples, FL market after completion of the dispositions.

Current wording

Gain on Dispositions. On February 20, 2026, the Company completed a sale of land in Ocean Township, NJ to a third party for $1.4 million in cash. We recorded a gain on disposition of $0.4 million during the first quarter of 2026. On February 6, 2026, we 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. We recorded a gain on disposition of $12.2 million. On January 27, 2025, we completed a sale of land in Belmar, NJ to a third party for $2.8 million in cash. We recorded a gain on disposition of $1.7 million during the first quarter of 2025.

Previous wording

Income Tax Benefit. Our effective tax rate was 27% and 8% for the three months ended September 30, 2024 and 2025, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Current wording

Income Tax Expense (Benefit). Our effective tax rate was 37% and 29% for the three months ended March 31, 2025 and 2026, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Previous wording

Net Loss. Net loss for the three months ended September 30, 2025 was $3.6 million compared to a net loss of $3.6 million for the three months ended September 30, 2024, as a result of the factors described above.

Current wording

Net Income (Loss). Net income for the three months ended March 31, 2026 was $3.2 million, compared to net loss of approximately $2.7 million for the three months ended March 31, 2025, as a result of the factors described above.

Previous wording

Overview. Our primary sources of liquidity are internally generated cash flow and cash on hand. In addition, as noted in “Recent Developments” above, we expect to receive an aggregate of $18.0 million in the first quarter of 2026 in connection with certain asset sales. Our primary liquidity needs have been, and for the next twelve months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and station acquisitions. Historically, our capital expenditures have not been significant. In addition to property and equipment associated with station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our office and studio space, the maintenance of our towers and equipment, and digital products and information technology. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.

Current wording

Overview. Our primary sources of liquidity are internally generated cash flow and cash on hand. Our primary liquidity needs have been, and for the next twelve months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and station acquisitions. Historically, our capital expenditures have not been significant. In addition to property and equipment associated with station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our office and studio space, the maintenance of our towers and equipment, and digital products and information technology. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.

Previous wording

Our Board of Directors ("Board") 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, as discussed in “Secured Notes” below, the Indenture governing our Notes limits our ability to pay dividends.

Current wording

Our Board 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, as discussed in “Secured Notes” below, the Indenture governing our Notes limits our ability to pay dividends.

Previous wording

On the Settlement Date, the Issuer entered into (i) a new indenture (the “New Notes Indenture”) governing its New 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 “Exchange Notes Indenture”) governing its Exchange 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 Exchange Notes Indenture and New 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 New Notes Indenture and the Exchange 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.

Current wording

On the Settlement Date, the Issuer entered into (i) a new indenture (the “2027 PIK Notes Indenture”) governing its 2027 PIK Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantor parties thereto 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 and (ii) supplemental indentures (x) amending the provisions of the Existing Indentures and (y) releasing all of the collateral securing the Existing Second Lien Notes. The 2027 PIK Notes Indenture contains 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 the Company’s 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.

Previous wording

Secured Notes. 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 accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Prior Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries.

Current wording

Interest on the 2027 PIK Notes is payable exclusively in kind and accrues at the rate of 10.000% per annum and is payable semi-annually in arrears on April 30 and October 30 of each year, with interest accruing from October 30, 2026, and the first Interest Payment Date being April 30, 2027. The 2027 PIK Notes will mature on December 31, 2027. 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 (subject solely to customary conditions precedent for transactions of the applicable type) for asset sales or debt or equity financings that the Company reasonably determines would yield proceeds, once consummated, sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding as of September 30, 2027, the 2027 PIK Notes will mature on such date, or (ii) an Event of Default (as defined in the 2027 PIK Notes Indenture) has occurred, the 2027 PIK Notes will mature on the date such Event of Default occurred. The springing maturity condition may be waived, amended or deleted by holders of a majority of the 2027 PIK Notes. The 2027 PIK Notes and related guarantees are secured on a second-lien priority basis by substantially all assets of the Issuer and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries. At any time on or after December 31, 2027 (or, if the springing maturity condition has occurred, the date on which the springing maturity condition occurred), or upon the occurrence of an Event of Default, 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 Class A common stock and Class B common stock. Upon such equity conversion, subject to obtaining any required regulatory approvals, all outstanding 2027 PIK Notes shall convert into shares representing, in the aggregate, 95% of the issued and outstanding Class A common stock and Class B common stock (calculated on a fully diluted basis) immediately following such conversion; provided that the conversion percentage shall be reduced to 90%, 85% or 80%, respectively, if the Issuer has made cash payments at par to holders in respect of principal of the 2027 PIK Notes equal to at least 85%, 90% or 95%, respectively, of the original aggregate principal amount of 2027 PIK Notes issued on May 1, 2026 (without giving effect to any increase in principal amount resulting from PIK Interest). The equity conversion is subject to obtaining prior approval of the Federal Communications Commission (“FCC”) and compliance with applicable FCC foreign ownership rules.

Previous wording

From time to time, we repurchase sufficient shares of our Class A Common Stock to fund withholding taxes in connection with the vesting of restricted stock units. We paid approximately $27,000 to repurchase 5,072 shares during the nine months ended September 30, 2025. From time to time, we may seek to repurchase, redeem or otherwise retire our Prior Notes, New Notes and Exchange Notes through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

Current wording

From time to time, we repurchase sufficient shares of our Class A Common Stock to fund withholding taxes in connection with the vesting of restricted stock units. We paid $1,735 to repurchase 349 shares during the three months ended March 31, 2026. From time to time, we may seek to repurchase, redeem or otherwise retire our existing indebtedness through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

Previous wording

additional borrowings or notes offerings, to the extent permitted under the Prior Notes Indenture, New Notes Indenture and Exchange Notes Indenture; and

Current wording

additional borrowings or notes offerings, to the extent permitted under the agreements governing our existing indebtedness; and

Previous wording

Cash Flows. The following summary table presents a comparison of our cash flows for the nine months ended September 30, 2024 and 2025 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Current wording

Cash Flows. The following summary table presents a comparison of our cash flows for the three months ended March 31, 2025 and 2026 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Previous wording

Net Cash Used In Operating Activities. Net cash used in operating activities was $5.3 million during the nine months ended September 30, 2025, as compared to net cash used in operating activities of $2.2 million during the nine months ended September 30, 2024. Significant factors affecting the $3.1 million increase in net cash used in operating activities included a $21.6 million decrease in cash receipts from revenue and an $0.8 million increase in cash paid for income taxes, partially offset by a $12.4 million decrease in cash paid for operating expenses, a $6.1 million decrease in interest payments, and a $2.1 million decrease in cash paid for corporate expenses.

Current wording

Net Cash Used In Operating Activities. Net cash used in operating activities was $3.5 million during the three months ended March 31, 2026, as compared to net cash used in operating activities of $3.5 million during the three months ended March 31, 2025. Significant factors included a $4.5 million decrease in interest payments and a $1.5 million decrease in cash paid for operating, corporate and other expenses, offset by a $6.0 million decrease in cash receipts from revenue.

Previous wording

Net Cash Provided By Investing Activities. Net cash provided by investing activities during the nine months ended September 30, 2025 included proceeds of $10.5 million from property and equipment dispositions, partially offset by payments of $3.6 million for capital expenditures. Net cash provided by investing activities for the nine months ended September 30, 2024 included proceeds of $6.0 million from the sale of an investment, partially offset by payments of $2.6 million for capital expenditures.

Current wording

Net Cash Provided By Investing Activities. Net cash provided by investing activities during the three months ended March 31, 2026 included proceeds of $19.3 million from property and equipment dispositions, partially offset by payments of $0.7 million for capital expenditures. Net cash provided by investing activities for the three months ended March 31, 2025 included proceeds of $2.7 million from property and equipment dispositions, partially offset by payments of $0.8 million for capital expenditures.

Previous wording

Net Cash Used In Financing Activities. Net cash used in financing activities during the nine months ended September 30, 2025 included Prior Notes repurchases of $1.0 million.

Current wording

Net Cash Used In Financing Activities. Net cash used in financing activities during the three months ended March 31, 2026 included debt payments of $18.7 million.