31 unchanged sentences
The information relating to our Code of Business Conduct and Ethics is incorporated in this report by reference to the information set forth under the caption "Code of Business Conduct and Ethics" in our 2025 Proxy Statement.
+Added: We have adopted a n Insider Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards.
+Added: A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this report.
EXECUTIVE COMPENSATION
14 unchanged sentences
(incorporated by reference to Exhibit 3.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed May 25, 2012).
+Added: Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Beasley Broadcast Group, Inc.
+Added: (incorporated by reference to Exhibit 3.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed September 23, 2024).
Fourth amended and restated bylaws of Beasley Broadcast Group, Inc.
2 unchanged sentences
Indenture, dated as of February 2, 2021, by and among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent (including the form of Note) (incorporated by reference to Exhibit 4.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed February 2, 2021).
+Added: Indenture for the Exchange Notes, dated as of October 8, 2024, by and among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent (including the form of Note) (incorporated by reference to Exhibit 4.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed October 15, 2024).
+Added: Indenture for the New Notes, dated as of October 8, 2024, by and among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent (including the form of Note) (incorporated by reference to Exhibit 4.2 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed October 15, 2024).
+Added: Supplemental Indenture, dated as of October 8, 2024, by and between the Issuer and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 8.625% Senior Notes due 2026 (incorporated by reference to Exhibit 4.3 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed October 15, 2024).
Promissory Note between Beasley Mezzanine Holdings, LLC and Synovus Bank dated March 1, 2021 (incorporated by reference to Exhibit 10.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed March 5, 2021).
1 unchanged sentence
Registration Rights Agreement dated November 1, 2016 between the Company, BFTW LLC and the former stockholders of Greater Media (incorporated by reference to Exhibit 10.2 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K dated November 4, 2016).
+Added: Transaction Support Agreement, dated as of September 5, 2024, between Beasley Broadcast Group, Inc.
+Added: and the Supporting Holders (incorporated by reference to Exhibit 10.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed on September 6, 2024).
+Added: Beasley Broadcast Group, Inc.
+Added: Common Stock Purchase Agreement, dated October 8, 2024 (incorporated by reference to Exhibit 10.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed October 15, 2024).
The 2000 Equity Plan of Beasley Broadcast Group, Inc.
9 unchanged sentences
Executive employment agreement by and between Beasley Broadcast Group, Inc.
−Removed: and Bruce Beasley dated as of September 20, 2021 (incorporated by reference to Exhibit 10.2 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed on September 24, 2021).
−Removed: Executive employment agreement by and between Beasley Broadcast Group, Inc.
and Brian Beasley dated as of September 20, 2021 (incorporated by reference to Exhibit 10.3 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed on September 24, 2021).
−Removed: Executive employment agreement by and between Beasley Mezzanine Holdings, LLC and Marie Tedesco dated as of September 20, 2021 (incorporated by reference to Exhibit 10.4 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed on September 24, 2021).
Performance incentive plan of Beasley Broadcast Group, Inc.
(incorporated by reference to Appendix A to Beasley Broadcast Group, Inc.’s Definitive Proxy Statement on Schedule 14A filed April 11, 2012).
+Added: Amended and Restated Executive Employment Agreement by and between Beasley Broadcast Group, Inc.
+Added: Beasley, dated as of August 14, 2024.
+Added: (incorporated by reference to Exhibit 10.1 to Beasley Broadcast Group, Inc.’s Quarterly Report on Form 10-Q filed August 14, 2024).
+Added: Letter Agreement by and between Beasley Broadcast Group, Inc.
+Added: and Caroline Beasley, dated as of August 14, 2024.
+Added: (incorporated by reference to Exhibit 10.2 to Beasley Broadcast Group, Inc.’s Quarterly Report on Form 10-Q filed August 14, 2024).
+Added: Letter Agreement by and between Beasley Broadcast Group, Inc.
+Added: and Brian E, Beasley, dated as of August 14, 2024.
+Added: (incorporated by reference to Exhibit 10.3 to Beasley Broadcast Group, Inc.’s Quarterly Report on Form 10-Q filed August 14, 2024).
+Added: Executive Employment Agreement dated as of October 23, 2024 between Beasley Broadcast Group, Inc.
+Added: and Lauren Burrows Coleman.
+Added: (incorporated by reference to Exhibit 10.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed on October 25, 2024).
+Added: Insider Trading Policy.
Subsidiaries of the Company.
21 unchanged sentences
Chief Executive Officer
−Removed: February 16, 2024
+Added: March 26, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
2 unchanged sentences
Chairman of the Board and Chief Executive Officer (principal executive officer)
−Removed: February 16, 2024
+Added: March 26, 2025
/s/ B RUCE G.
President and Director
−Removed: February 16, 2024
+Added: March 26, 2025
/s/ B RIAN E.
Chief Operating Officer and Director
−Removed: February 16, 2024
−Removed: /s/ M ARIE T EDESCO
−Removed: Marie Tedesco
+Added: March 26, 2025
+Added: /s/ L AUREN B URROWS C OLEMAN
+Added: Lauren Burrows Coleman
Chief Financial Officer (principal financial and accounting officer)
−Removed: February 16, 2024
+Added: March 26, 2025
/s/ P ETER A.
−Removed: February 16, 2024
+Added: March 26, 2025
/s/ M ICHAEL J.
−Removed: February 16, 2024
+Added: March 26, 2025
/s/ L ESLIE V.
−Removed: February 16, 2024
+Added: March 26, 2025
/s/ G ORDON H.
−Removed: February 16, 2024
+Added: March 26, 2025
/s/ C HARLES M.
−Removed: February 16, 2024
+Added: March 26, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.