BEASLEY BROADCAST GROUP INC

NOTES TO CONDENSED CONSOLI DATED FINANCIAL STATEMENTS (UNAUDITED)

(1)

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of Beasley Broadcast Group, Inc. and its subsidiaries (the “Company”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented, and all such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations; therefore, the results shown on an interim basis are not necessarily indicative of results for the full year.

(2)

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. This amendment is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted the new guidance for the interim reporting period ending March 31, 2026 and the new guidance did not 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.

(3)

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. The Company recorded a gain on disposition of $0.4 million during the first quarter of 2026.

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.

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. The gain on disposition was reclassified from other income (expense), net to gain on dispositions in the accompanying condensed consolidated statement of net loss for the three months ended March 31, 2025.

(4)

Long-Term Debt

Long-term debt is comprised of the following:

On October 8, 2024, Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the Company, issued $30.9 million aggregate principal amount of 11.000% Senior Secured First Lien Notes due on August 1, 2028 (the “Existing First Lien Notes”) under an indenture dated October 8, 2024 (the “Existing First Lien Notes Indenture”). Interest on the Existing First Lien Notes accrues at the rate of 11.000% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Existing First Lien 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. On March 30, 2026, the Company completed the purchase of $15.9 million aggregate principal amount of the Existing First Lien Notes at a purchase price of 100.0% of the par value thereof, plus accrued and unpaid interest (such offer, the “Tender Offer” and, together with the Exchange Offer as defined below, the “Offers”). As of March 31, 2026, $15.0 million aggregate principal amount of the Existing First Lien Notes were outstanding.

On October 8, 2024, the Issuer issued $184.9 million aggregate principal amount of 9.200% Senior Secured Second Lien Notes due on August 1, 2028 (the “Existing Second Lien Notes” and, together with the Existing First Lien Notes, the “Existing Notes”) under an indenture dated October 8, 2024 (the “Existing Second Lien Notes Indenture” and, together with the Existing First Lien Notes Indenture, the “Existing Indentures”). Interest on the Existing Second Lien Notes accrues at the rate of 9.200% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Existing Second Lien Notes are secured on a second-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. As of March 31, 2026, $184.9 million aggregate principal amount of the Existing Second Lien Notes were outstanding.

On May 1, 2026 (the “Settlement Date”), the Issuer completed: (i) the exchange (the “Exchange Offer”) of approximately $184.06 million aggregate principal amount of Existing Second Lien Notes (representing approximately 99.5% of the aggregate principal amount outstanding of the Existing Second Lien Notes) for approximately $98.48 million aggregate principal amount of the Issuer’s newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”) at an exchange ratio of 50.0% of the aggregate principal amount of the Existing Second Lien Notes tendered for exchange, plus 50% of accrued and unpaid interest thereof; and (ii) related consent solicitations (the “Consent Solicitations”) to proposed amendments to the Existing Indentures to, among other things, (x) adopt certain proposed amendments to the Existing Indentures (the “Proposed Amendments”) and (y) release all of the collateral securing the Existing Second Lien Notes. In accordance with the conditions specified in ASC 470-10-45-14, since the accrued and unpaid interest on the Existing Second Lien Notes subject to the Exchange Offer was refinanced on a long-term basis through the issuance of additional 2027 PIK Notes before the issuance of our condensed consolidated financial statements for the quarterly period ended March 31, 2026, we classified the refinanced portion of the accrued and unpaid interest on the Existing Second Lien Notes as long-term as of March 31, 2026.

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.

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.

At any time, the Issuer may redeem all or a part of the 2027 PIK Notes at a redemption price equal to 100% of the principal amount of the 2027 PIK Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In connection with any tender offer or other offer to purchase 2027 PIK Notes (including pursuant to a Change of Control Offer, as defined in the 2027 PIK Notes Indenture), if not less than 90.0% in aggregate principal amount of the outstanding 2027 PIK Notes are purchased by the Issuer or a third party, the Issuer or such third party will have the right to redeem or purchase, as applicable, all 2027 PIK Notes that remain outstanding following such purchase at the price paid to holders in such purchase, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The holders of the 2027 PIK Notes also have the right to require the Issuer to repurchase their 2027 PIK Notes upon the occurrence of a Change of Control (as defined in the 2027 PIK Notes Indenture), at an offer price equal to 101% of the aggregate principal amount of the 2027 PIK Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

The 2027 PIK Notes and related guarantees are the Company’s senior secured obligations and are secured on a second-lien priority basis by the Collateral (as defined in the 2027 PIK Notes Indenture), subject to certain exceptions, limitations, Permitted Liens (as defined in the 2027 PIK Notes Indenture) and the intercreditor agreements among the collateral agent for the 2027 PIK Notes, the collateral agent for the Existing First Lien Notes and the lender under the ABL Credit Facility (collectively, the “Intercreditor Agreements”) providing for the relative priorities of their respective security interests in the assets securing the 2027 PIK Notes, the Existing First Lien Notes, the ABL Credit Facility and certain other matters relating to the administration of security interests. The 2027 PIK Notes are guaranteed by the Company’s existing Material Domestic Subsidiaries (other than Excluded Subsidiaries, both as defined in the 2027 PIK Notes Indenture) and will be guaranteed by certain future Material Domestic Subsidiaries. Under the terms of the 2027 PIK Notes Indenture and the Intercreditor Agreements, the 2027 PIK Notes and related guarantees rank junior in right of payment to the Existing First Lien Notes and rank senior in right of payment to any future indebtedness of the Issuer and each Guarantor that is subordinated in right of payment to the 2027 PIK Notes and the guarantees.

On the Settlement Date, supplemental indentures to (i) the Existing First Lien Notes Indenture, by and between the Issuer and Wilmington Trust, National Association, the trustee and collateral agent for the Existing First Lien Notes and (ii) the Existing Second Lien Notes Indenture, by and between the Issuer and Wilmington Trust, National Association, the trustee and collateral agent for the Existing Second Lien Notes, became effective (x) amending the provisions of the Existing Indentures and (y) releasing all of the collateral securing the Existing Second Lien Notes.

On May 1, 2026, the Company, its indirect wholly owned subsidiary, Beasley Media Group, LLC (the “Borrower”), and certain of the Company’s direct and indirect wholly owned subsidiaries entered into a Loan and Security Agreement (“ABL Credit Agreement”) with Siena Lending Group LLC as lender, which provides for a $35.0 million secured asset-based revolving credit facility (the “ABL Credit Facility”). The maturity date of the ABL Credit Facility is the earlier of (i)May 1, 2029 and (ii) the Term Debt Maturity Date (as defined in the ABL Credit Agreement). Subject to certain conditions and consent of the Lender, the ABL Credit Facility may be increased by $10.0 million for a total facility size up to $45.0 million. Borrowings under the ABL Credit Facility may be used to pay fees, costs and expenses incurred with the transactions contemplated by the ABL Credit Facility, for working capital and other purposes permitted by the ABL Credit Agreement. Amounts borrowed under the ABL Credit Facility may be repaid and reborrowed from time to time. Availability of borrowings under the ABL Credit Facility is subject to a borrowing base calculated based on the value of certain eligible billed and unbilled accounts receivable of the loan parties. Loans under the ABL Credit Facility will bear interest at a floating rate per annum equal to the greater of (x) a term-SOFR based rate plus an applicable margin of 4.25% and (y)6.75%. The ABL Credit Facility requires that the Borrower maintain liquidity of $5.0 million which is increased to $6.0 million if proceeds from asset sales permitted under the ABL Credit Agreement exceed $30.0 million. The Borrower is also required to have the outstanding principal balance of loans and letters of credit equal or exceed (i) $15.0 million prior to the first anniversary of the ABL Credit Facility and (ii) $10.0 million from and after the first anniversary of the ABL Credit Facility. Subject to certain exceptions and materiality qualifiers, the ABL Credit Facility includes certain customary affirmative and negative covenants, which, among other things, restrict the ability of the Borrower and the guarantors, subject to certain exceptions, to incur debt, grant liens, make restricted payments and investments, issue equity, sell or lease assets, dissolve or merge with another entity, enter into transactions with affiliates, change their business, prepay debt and amend their organizational and material agreements. The ABL Credit Facility also contains customary events of default, including for the failure of the Borrower and guarantors to comply with the various financial, negative and affirmative covenants under the ABL Credit Facility and any events of default that occur under the 2027 PIK Notes Indenture or the Existing First Lien Notes Indenture. An event of default under the ABL Credit Facility would similarly result in an event of default under the 2027 PIK Notes Indenture and the Existing First Lien Notes Indenture. During the existence of an event of default (as defined under the ABL Credit Facility), the lender has a right to, among other available remedies, terminate the commitments and/or declare all outstanding loans and accrued interest and fees under the ABL Credit Facility to be immediately due and payable.

As of March 31, 2026, the Company has incurred approximately $1.5 million in debt restructuring costs which are currently recorded in other assets on the balance sheet. These costs primarily consist of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring. The Company is currently evaluating the appropriate accounting treatment for these costs and expects to complete its analysis during the second quarter of 2026. Based on the outcome of this evaluation, a portion of these costs may be reclassified from other assets to debt issuance costs, or expensed in the second quarter of 2026.

(5)

Stockh olders’ Equity (Deficit)

The changes in stockholders’ equity (deficit) are as follows:

(6)

Net Revenue

Net 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 sheets. 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 are generally 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 sales order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for digital revenue.

(7)

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 over one 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 March 31, 2026, there was $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 2.8 years.

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

As of March 31, 2026, 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 1.7 years.

(8)

Income Taxes

The Company’s effective tax rate was 37% and 29% for thethree 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, certain expenses that are not deductible for tax purposes, and the valuation allowance.

(9)

Net Income (Loss) Per Share

Net income (loss) per share calculation information is as follows:

The Company excluded the effect of restricted 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 10,620 for the three months ended March 31, 2025.

(10)

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 Existing Notes, based on available market information, was $100.2 million and $85.1 million as of December 31, 2025 and March 31, 2026, respectively. The Company used Level 2 measurements under the fair value measurement hierarchy to determine the estimated fair value of the Existing Notes.

(11)

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, Fayetteville, NC, 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 condensed consolidated statements of net income (loss).

Reportable segment information for thethree months ended March 31, 2026 is as follows:

Reportable segment information for the three months ended March 31, 2025 is as follows:

Reportable segment information as of March 31, 2026 is as follows:

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

(12)

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 report. This evaluation includes considerations related to the Company’s forecasted liquidity and cash consumption requirements.

The 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 previously defaulted on its Existing Second Lien Notes. 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 report, and management has concluded that as of March 31, 2026, substantial doubt existed as to the Company’s ability to continue as a going concern.

Subsequent to the quarter ended March 31, 2026, on April 27, 2026, the Company entered into the Amended and Restated Transaction Support Agreement (the “A&R TSA”), which amended and restated the Transaction Support Agreement, dated as of March 20, 2026 (the “Original TSA”), among the Company and the supporting holders thereto. Management has analyzed and concluded that the successful execution of the A&R TSA, entry into the ABL Credit Facility, amendment of the Existing Indentures and entry into the 2027 PIK Notes Indenture have significantly improved the Company’s liquidity position and capital structure. Upon closing of these transactions, the Company incurred transaction-related cash payments, received funding associated with the ABL Credit Facility, and replaced the existing second lien cash interest obligations with a new financing structure. See Note 4 and Note 13 for more information regarding these transactions. Management reviewed a liquidity forecast, and the elimination of approximately $17 million of annual cash interest replaced by PIK Interest and the entry into the $35 million ABL Credit Facility with $15 million drawn upon closing were primary drivers of the Company’s improved liquidity position. The liquidity forecast projects sufficient liquidity through May 31, 2027 with no cash shortfalls. Therefore, as a result of the completion of these transactions and analysis of their impacts, management has concluded that its plans alleviate substantial doubt as to the Company’s ability to continue as a going concern for at least one year from the date these financial statements are issued.

(13)

Subsequent Events

On May 1, 2026, the Issuer completed the previously announced Exchange Offer of the Existing Second Lien Notes for the newly issued 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, plus 50% of accrued and unpaid interest thereof. Holders of approximately $184.06 million aggregate principal amount of Existing Second Lien Notes (representing approximately 99.5% of the aggregate principal amount outstanding of the Existing Second Lien Notes) participated in the Exchange Offer, exchanging their Existing Second Lien Notes into approximately $98.48 million aggregate principal amount of 2027 PIK Notes.

The 2027 PIK Notes were issued pursuant to the 2027 PIK Notes Indenture, among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent. The 2027 PIK Notes pay interest 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. Interest will be payable in the form of PIK Interest (as defined in the 2027 PIK Notes Indenture). The 2027 PIK Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act.

Pursuant to the terms of the A&R TSA, after the closing of the Offers on May 11, 2026, the Company appointed an independent director selected by the Initial 2L Supporting Holder (as defined in the A&R TSA) as a member of the Company’s Board of Directors. The A&R TSA also grants the Initial 1L Supporting Holder (as defined in the A&R TSA) the right, commencing 360 days after the closing of the Transactions and subject to certain conditions, to propose candidates for an additional independent director to be appointed to the Company’s Board of Directors. In addition, the A&R TSA 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 A&R TSA.

For more information regarding the 2027 PIK Notes and the ABL Credit Agreement, see Note 4.