BEASLEY BROADCAST GROUP INC

Previous wording

This report contains “forward-looking statements” about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future, not past, events. All statements other than statements of historical fact included in this document are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “plans,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions.

Current wording

This report contains “forward-looking statements” about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future, not past, events. All statements other than statements of historical fact included in this document are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions.

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, 2025. There have been no additional material changes to our critical accounting estimates during the three months ended March 31, 2026.

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 six months ended June 30, 2026.

Previous 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.

Current wording

Net Revenue. Net revenue decreased $8.9 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Audio revenue decreased $7.3 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 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 decreased $1.5 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily due to a decrease in third-party digital direct revenue.

Previous 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.

Current wording

Operating Expenses. Operating expenses decreased $5.9 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Audio operating expenses decreased $6.1 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 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 June 30, 2026 were comparable to the three months ended June 30, 2025.

Previous 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.

Current wording

Income Tax Expense. Our effective tax rate was 144% and 8% for the three months ended June 30, 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, the exclusion of cancellation of debt income under section 108 of the internal revenue code, and the valuation allowance.

Previous 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.

Current wording

Net Income (Loss). Net income for the three months ended June 30, 2026 was $84.3 million compared to a net loss of $0.2 million for the three months ended June 30, 2025, as a result of the factors described above.

Previous 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.

Current wording

Corporate Expenses. Corporate expenses decreased $1.9 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to an increase in corporate expenses allocated to operating expenses and a decrease in compensation expenses, partially offset by an increase in contract services.

Previous 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.

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. 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

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”). For more information on the ABL Credit Facility, see Note 4 in “Notes to Condensed Consolidated Financial Statements”.

Current wording

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”). For more information on the ABL Credit Facility, see Note 4 in “Notes to Condensed Consolidated Financial Statements”.

Previous 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.

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 indentures governing each series of our notes limit our ability to pay dividends. The ABL Credit Agreement also restricts our ability to pay dividends and make other distributions on the Company’s capital stock without the prior written consent of the lender under the ABL Credit Facility, subject to limited exceptions.

Previous wording

Secured Notes. 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, (ii) 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, the “Offers”); 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 (the “Proposed Amendments”) and (y) release all of the collateral securing the Existing Second Lien Notes.

Current wording

Secured Notes. On May 1, 2026 (the “Settlement Date”), the Issuer completed: (i) the exchange (the “Exchange Offer”) of $184.1 million aggregate principal amount of Existing Second Lien Notes (representing approximately 99.5% of the aggregate principal amount then outstanding of the Existing Second Lien Notes) for $98.5 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, (ii) 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, the “Offers”); 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 (the “Proposed Amendments”) and (y) release all of the collateral securing the Existing Second Lien 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 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 secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and were guaranteed jointly and severally by the Company and its majority owned subsidiaries. As of June 30, 2026, no Prior Notes remain outstanding.

Previous 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.

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 semiannually 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 $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.

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 approximately $90,000 to repurchase 4,213 shares during the six months ended June 30, 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

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.

Current wording

Cash Flows. The following summary table presents a comparison of our cash flows for the six months ended June 30, 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 $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.

Current wording

Net Cash Used In Operating Activities. Net cash used in operating activities was $15.2 million during the six months ended June 30, 2026, as compared to net cash used in operating activities of $0.4 million during the six months ended June 30, 2025. Significant factors included a $7.9 million increase in cash paid for operating expenses, payments of $7.9 million for debt issuance expenses, and a $7.1 million decrease in cash receipts from revenue, partially offset by a $4.4 million decrease in interest payments, a $2.5 million decrease in cash paid for corporate and other expenses, and a $1.2 million decrease in income tax payments.

Previous 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.

Current wording

Net Cash Provided By Investing Activities. Net cash provided by investing activities during the six months ended June 30, 2026 included proceeds of $19.3 million from property and equipment dispositions, partially offset by payments of $1.5 million for capital expenditures. Net cash provided by investing activities for the six months ended June 30, 2025 included proceeds of $2.7 million from property and equipment dispositions, partially offset by payments of $1.4 million for capital expenditures.

Previous 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.

Current wording

Net Cash Used In Financing Activities. Net cash used in financing activities during the six months ended June 30, 2026 included debt payments of $18.8 million and payment of debt issuance expenses of $2.7 million partially offset by debt issuance of $15.1 million and common stock issuance of $0.6 million. Net cash used in financing activities during the six months ended June 30, 2025 included Prior Notes repurchases of $1.0 million.