Filing Analysis
Beasley Broadcast Group, Inc. has successfully regained compliance with Nasdaq's Minimum Stockholders' Equity Requirement. This resolves a deficiency notice originally issued in April 2026 regarding Nasdaq Listing Rule 5550(b)(1).
🚩 Red Flags
- Historical delisting risk (previously non-compliant with minimum equity requirements).
📋 Key Facts
- Received written notice from Nasdaq on August 19, 2026, confirming compliance with the Minimum Stockholders' Equity Requirement.
- The deficiency related to Nasdaq Listing Rule 5550(b)(1), requiring a minimum of $2,500,000 in stockholders' equity.
- The matter regarding this specific deficiency is now considered closed by Nasdaq.
- The Company's common stock (BBGI) remains listed on The Nasdaq Capital Market.
Beasley Broadcast Group, Inc. is furnishing an Investor Presentation via Item 7.01 to provide updates on current operations, strategic plans, and growth initiatives to current and potential investors.
📋 Key Facts
- The company is providing an Investor Presentation (Exhibit 99.1) to update investors on operations and strategic goals.
- The presentation includes information regarding the Company's strategic plans, goals, growth initiatives, and outlook.
- The information is furnished under Item 7.01 (Regulation FD Disclosure) and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
Beasley Broadcast Group, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended June 30, 2026. The filing serves as a formal notice that a press release containing these results has been issued.
📋 Key Facts
- Report date: August 12, 2026
- Reporting period: Fiscal quarter ended June 30, 2026
- The filing includes Exhibit 99.1, which contains the official press release of financial results.
- Information is furnished under Item 2.02 and not 'filed' for purposes of Section 18 liability.
Beasley Broadcast Group, Inc. has announced a postponement of its Q2 2026 financial results reporting and associated conference call. The delay is due to the need for additional time to finalize tax accounting treatments related to recent debt restructuring and refinancing completed during the quarter.
🚩 Red Flags
- Delayed reporting of financial results can sometimes signal internal control weaknesses or unexpected complexities in accounting treatments.
- Complexity in tax treatment following debt restructuring often indicates significant non-cash adjustments or changes to the company's capital structure that may impact equity/debt valuations.
📋 Key Facts
- Postponement of fiscal quarter ended June 30, 2026, financial results.
- Delay caused by finalizing tax accounting treatment for a recent refinancing and debt restructuring.
- The Company expects to reschedule the earnings call on or before Friday, August 14, 2026.
Beasley Broadcast Group, Inc. held its 2026 Annual Meeting of Stockholders on July 22, 2026. The meeting resulted in the election of seven directors, advisory approval of executive compensation, and ratification of Crowe LLP as the independent auditor.
📋 Key Facts
- Annual Meeting held on July 22, 2026, in Naples, Florida.
- Seven nominees for director were elected to hold office until the next annual meeting or successors are qualified.
- Stockholders approved executive compensation on an advisory basis (Say-on-Pay).
- Stockholders ratified the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Beasley Mezzanine Holdings, LLC entered into supplemental indentures regarding its 9.200% Senior Secured Second Lien Notes and 11.000% Senior Secured First Lien Notes due 2028. The amendments primarily extend the springing maturity date of certain notes to January 31, 2026, and provide increased flexibility for future debt incurrence and asset sales.
🚩 Red Flags
- Extension of maturity dates suggests the company is managing upcoming debt obligations/refinancing needs.
- Increased capacity to incur debt indicates continued reliance on leverage to manage liquidity or operations.
📋 Key Facts
- Beasley Mezzanine Holdings, LLC (wholly owned subsidiary) entered into supplemental indentures on November 12, 2025.
- The agreement affects the 9.200% Senior Secured Second Lien Notes due 2028 and 11.000% Senior Secured First Lien Notes due 2028.
- The springing maturity date for notes related to existing 8.625% Senior Secured Notes due 2026 has been extended to January 31, 2026.
- Amendments include increased capacity to incur a receivables facility and flexibility regarding future debt and asset sales.
Beasley Broadcast Group, Inc. filed an 8-K to furnish its quarterly earnings press release for the fiscal quarter ended September 30, 2025.
📋 Key Facts
- The filing is a standard announcement of financial results for the period ending September 30, 2025.
- The company issued a press release (Exhibit 99.1) containing the quarterly earnings data.
- Filing date: November 10, 2025.
Beasley Broadcast Group, Inc. entered into supplemental indentures for its 9.200% Senior Secured Second Lien Notes and 11.000% Senior Secured First Lien Notes due 2028. The filing details a significant extension of the 'springing maturity date' related to existing debt obligations.
🚩 Red Flags
- Imminent maturity deadline: The springing maturity date is set for November 14, 2025, which is extremely close to the filing date (November 3, 2025), indicating high liquidity/refinancing pressure.
- Complex debt restructuring involving multiple tranches of senior secured notes.
📋 Key Facts
- On October 30, 2025, Beasley Mezzanine Holdings, LLC entered into supplemental indentures for its 9.200% Senior Secured Second Lien Notes due 2028 and 11.000% Senior Secured First Lien Notes due 2028.
- The 'springing maturity date'—which triggers repayment if existing 8.625% Senior Secured Notes due 2026 remain outstanding—has been extended to November 14, 2025.
- The agreement involves both the Exchange Notes and New Notes.
Beasley Broadcast Group announced the resignation of its Chief Financial Officer, Lauren Burrows Coleman, effective October 17, 2025. The company will appoint CEO Caroline Beasley as interim Principal Financial Officer and Shaun Greening as interim Principal Accounting Officer.
🚩 Red Flags
- Sudden departure of a key executive (CFO) during an interim transition period.
- Significant concentration of related-party transactions: The company leases offices, towers, and land from entities controlled by the CEO's family members.
- Family employment: Ilana Goldstein, daughter of the CEO, was paid $148,385 in 2024.
📋 Key Facts
- CFO Lauren Burrows Coleman resigned on October 9, 2025, to pursue other opportunities; effective date is October 17, 2025.
- Resignation was not due to any disagreement regarding operations, policies, or practices.
- CEO Caroline Beasley will serve as interim Principal Financial Officer starting October 17, 2025.
- Shaun Greening (VP of Financial Reporting) will serve as interim Principal Accounting Officer starting October 17, 2025.
- The filing discloses extensive related-party transactions involving the Beasley family and various LLCs/trusts.
Beasley Broadcast Group, Inc. filed an 8-K to furnish its quarterly press release regarding financial results for the fiscal quarter ended June 30, 2025.
📋 Key Facts
- The filing is a routine announcement of quarterly earnings results (Item 2.02).
- Reporting period: Fiscal quarter ended June 30, 2025.
- Filing date: August 12, 2025.
- The press release is provided as Exhibit 99.1.
Beasley Broadcast Group, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on June 25, 2025. The meeting included the election of directors, advisory votes on executive compensation and voting frequency, ratification of auditors, and approval of a new equity incentive plan.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- The 2025 Equity Incentive Award Plan was approved, reserving 300,000 shares of Class A Common Stock for awards to employees, consultants, and non-employee directors.
- Six nominees were elected to the Board of Directors, including Michael J. Fiorile, Gordon H. Smith, Brian E. Beasley, Bruce G. Beasley, Caroline Beasley, and Peter A. Bordes, Jr.
- Stockholders approved an advisory vote for 'Say on Pay' (executive compensation) with 8,875,095 votes in favor.
- Stockholders recommended a 1-year frequency for future advisory votes on executive compensation.
- Crowe LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Beasley Broadcast Group, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended March 31, 2025. The filing serves as a formal notice that a press release containing these results was issued on May 7, 2025.
📋 Key Facts
- Report date: May 7, 2025
- Reporting period: Fiscal quarter ended March 31, 2025
- The filing includes a press release as Exhibit 99.1 regarding financial results.
Beasley Broadcast Group, Inc. filed an 8-K to furnish its press release announcing financial results for the fiscal quarter ended December 31, 2024.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings results.
- Reporting period: Fiscal quarter ended December 31, 2024.
- Report date: March 20, 2025.
- The financial information is provided via Exhibit 99.1 (Press Release) and is not considered 'filed' for liability purposes under Section 18.
Beasley Broadcast Group, Inc. is furnishing presentation materials used by management in an investor meeting under Regulation FD. The filing serves to provide transparency regarding information shared with specific investors.
📋 Key Facts
- The company is furnishing presentation materials (Exhibit 99.1) used in a management meeting with investors.
- Materials may be modified for use in subsequent meetings with additional investors.
- The information provided under Item 7.01 is furnished but not 'filed' for purposes of Section 18 liability.
Beasley Broadcast Group, Inc. filed an 8-K to furnish its quarterly earnings press release for the fiscal quarter ended September 30, 2024.
📋 Key Facts
- The filing was made on November 5, 2024.
- The report pertains to financial results for the fiscal quarter ended September 30, 2024.
- The company issued a press release (Exhibit 99.1) containing the earnings data.
Beasley Broadcast Group announced the retirement of CFO Marie Tedesco and the appointment of Lauren Burrows Coleman as her successor, effective November 1, 2024. The filing details a comprehensive employment agreement for the new CFO, including significant performance-based incentives tied to debt refinancing.
🚩 Red Flags
- The $250,000 bonus tied specifically to 'successful refinancing of the Company’s debt' suggests the company is currently facing significant debt maturity or liquidity pressures that require management intervention.
📋 Key Facts
- Marie Tedesco retiring as CFO and EVP effective November 1, 2024.
- Lauren Burrows Coleman appointed CFO and EVP effective November 1, 2024.
- Coleman's background includes leadership roles at Wayfair Inc., WindSail Capital Group LLC, and GE Capital.
- New CFO base salary is $450,000 with a target annual bonus of 100% of base.
- Sign-on bonus of $150,000 (subject to clawback if leaving before Nov 2025).
- A $250,000 bonus is contingent upon the successful refinancing of Company debt on or before December 31, 2026.
- Initial RSU award of 15,000 units vesting in equal installments through November 2027.
Beasley Broadcast Group completed a complex debt restructuring involving the issuance of $184.9 million in 9.2% Senior Secured Second Lien Notes and $30.9 million in 11.0% Senior Secured First Lien Notes to exchange existing debt. The transaction included a common stock purchase agreement with an affiliate, Beasley Family Towers, LLC.
🚩 Red Flags
- High-interest debt issuance (up to 11% first lien) suggests significant refinancing costs or credit pressure.
- Springing Maturity Condition: Potential immediate maturity of all notes on November 3, 2025, if exchange targets are not met.
- Related-party transaction: Sale of common stock directly to Beasley Family Towers, LLC (an affiliate).
- Complex debt restructuring/exchange offer often indicates liquidity management or distress mitigation.
📋 Key Facts
- Issued $184,922,000 of 9.200% Senior Secured Second Lien Notes due 2028 (Exchange Notes).
- Issued $30,899,000 of 11.000% Senior Secured First Lien Notes due 2028 (New Notes).
- The Exchange Offer involved exchanging existing 8.625% Senior Secured Notes due 2026 for the new notes and Class A Common Stock.
- A 'Springing Maturity' clause exists: if Existing Notes remain outstanding after November 3, 2025, all new notes mature on that date.
- The company purchased up to $68.0 million of existing notes at a discount of 62.5% of par value.
- Sold 56,864 shares of Class A Common Stock to Beasley Family Towers, LLC at $12.31 per share for $700,000.
Beasley Broadcast Group successfully completed a comprehensive debt restructuring involving an exchange offer, tender offer, and new note issuance. The transaction involved exchanging existing 8.625% Senior Notes for higher-interest 9.200% secured notes, cash, and equity.
🚩 Red Flags
- Significant increase in interest rates: Debt moved from 8.625% (existing) to 9.200% (exchange) and 11.000% (new notes).
- Debt restructuring often indicates liquidity pressure or a need to extend maturities to avoid immediate default.
- Equity dilution: Issuance of 179,424 shares as part of the exchange offer.
📋 Key Facts
- The Exchange Offer/Tender Offer saw 98.39% of the aggregate principal amount of Existing Notes ($262,705,000) validly tendered/accepted.
- Existing 8.625% Senior Notes due 2026 were exchanged for 9.200% senior secured notes due 2028, $5.00 cash per $1,000 of principal, and 179,424 shares of Class A Common Stock.
- A Tender Offer was executed for up to $68,000,000 of Existing Notes at 62.5% of par value.
- The company issued $30,000,000 in new 11.000% superpriority senior secured notes due 2028.
- Consent solicitation was successful, allowing for proposed amendments to the existing indenture dated February 2, 2021.
Beasley Broadcast Group, Inc. has implemented a 1-for-20 reverse stock split of its Class A and Class B Common Stock, effective September 23, 2024.
🚩 Red Flags
- Reverse stock split (typically used to boost share price to meet exchange listing requirements or avoid delisting).
📋 Key Facts
- Reverse stock split ratio is 1-for-20.
- Effective date: September 23, 2024, at 11:59 p.m. ET.
- No fractional shares will be issued; instead, cash in lieu of fractional shares will be paid based on the closing sales price on Nasdaq.
- Trading under symbol 'BBGI' continues on a split-adjusted basis starting September 24, 2024.
- New CUSIP number: 074014 200.
Beasley Broadcast Group, Inc. has finalized a 1-for-20 reverse stock split to consolidate its outstanding shares. The transaction is scheduled to become effective on September 23, 2024.
🚩 Red Flags
- Reverse stock split (often used to maintain Nasdaq listing requirements or signal financial distress).
- Potential for increased volatility around the effective date and adjustment period.
📋 Key Facts
- Final reverse stock split ratio: 1-for-20.
- Effective Date: September 23, 2024, at 11:59 p.m. ET.
- Trading on a split-adjusted basis to begin market open on September 24, 2024.
- Ticker symbol 'BBGI' remains unchanged; new CUSIP number is 074014 200.
- Fractional shares will be paid out in cash based on the closing sales price on the Effective Date.
Beasley Broadcast Group entered into a Transaction Support Agreement (TSA) to facilitate a significant debt restructuring involving an exchange offer, tender offer, and new note issuance. The plan aims to refinance existing 8.625% Senior Notes due 2026 through a combination of new secured notes, cash, and equity.
🚩 Red Flags
- Significant debt restructuring/refinancing indicates liquidity or solvency pressures.
- Tender offer at a steep discount (62.5% of par) suggests distressed pricing for existing debt.
- Issuance of 3,588,495 shares as part of the exchange will result in significant dilution to current shareholders.
- The TSA terminates on October 31, 2024, if transactions are not consummated, creating high execution risk.
📋 Key Facts
- Entered into a Transaction Support Agreement (TSA) with holders owning ~73% of the existing 8.625% Senior Notes due 2026.
- Exchange Offer: Existing Notes to be exchanged for 9.200% senior secured notes due 2028, $5.00 cash per $1,000 of notes, and a pro rata portion of 3,588,495 shares of Class A common stock.
- Tender Offer: Up to $68,000,000 of Existing Notes at 62.5% of par value.
- New Notes Offer: Issuance of $30,000,000 of 11.000% superpriority senior secured notes due 2028.
- The TSA includes a commitment from Supporting Holders to backstop the New Notes with a 3.0% fee.
- Supporting Holders gain the right to appoint one non-voting board observer.
Beasley Broadcast Group, Inc. filed an 8-K to furnish its quarterly earnings press release for the fiscal quarter ended June 30, 2024.
📋 Key Facts
- The filing is a standard disclosure of financial results for the quarter ending June 30, 2024.
- The report was filed on August 12, 2024.
- Financial results were released via press release (Exhibit 99.1).
Beasley Broadcast Group, Inc. held its 2024 Annual Meeting of Stockholders on May 29, 2024. The meeting resulted in the successful election of eight directors, advisory approval of executive compensation, and ratification of Crowe LLP as the independent auditor.
📋 Key Facts
- Annual Meeting held on May 29, 2024, in Naples, Florida.
- Eight nominees for director were elected to hold office until the next annual meeting or successors are qualified.
- Stockholders approved executive compensation on an advisory basis (Say-on-Pay).
- Crowe LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
Beasley Broadcast Group, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended March 31, 2024. The filing serves as a formal notice that a press release containing these results has been issued.
📋 Key Facts
- The company announced financial results for the fiscal quarter ended March 31, 2024.
- Results were released via press release on May 8, 2024.
- The filing includes Exhibit 99.1 containing the press release.
Beasley Broadcast Group, Inc. has transferred its listing from the Nasdaq Global Market to the Nasdaq Capital Market following a failure to meet minimum bid price requirements. The company has received an additional 180-day compliance period ending October 7, 2024, and is considering a reverse stock split to regain compliance.
🚩 Red Flags
- Delisting/Non-compliance notice (Minimum Bid Price Requirement).
- Potential for an upcoming reverse stock split to avoid delisting.
- History of failing to meet Nasdaq listing standards since at least October 2023.
📋 Key Facts
- Transferred from Nasdaq Global Market to Nasdaq Capital Market effective April 18, 2024.
- The transfer was prompted by the stock closing below $1.00 for 30 consecutive business days (notified on October 13, 2023).
- Received a new 180-day compliance period to meet the Minimum Bid Price Requirement, expiring October 7, 2024.
- To regain compliance, the stock must close at or above $1.00 for at least ten consecutive business days during the extension period.
- The company explicitly stated it may seek stockholder approval for a reverse stock split to cure the deficiency.
Beasley Broadcast Group, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended December 31, 2023. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Report date: February 12, 2024
- Reporting period: Fiscal quarter ended December 31, 2023
- The company issued a press release (Exhibit 99.1) containing the financial results.
- Information is furnished under General Instruction B.2 and not 'filed' for liability purposes of Section 18.