What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-04-08 compared with 2025-03-26 · 290 added, 225 removed, 589 unchanged (47% of the section changed)

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We have audited the accompanying consolidated balance sheets of Beasley Broadcast Group, Inc.

(the "Company") as of December 31, 2023 and 2024, the related consolidated statements of comprehensive loss, stockholders’ equity, and cash flows for the years then ended and the related notes and consolidated financial statement schedule (collectively referred to as the "financial statements").

(the "Company") as of December 31, 2024 and 2025, the related consolidated statements of comprehensive loss, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes and consolidated financial statement schedule (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2025, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has a history of net losses and negative operating cash flows, expects to continue to incur additional losses in the near future and is currently in default on a portion of its debt that raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

FCC Licenses Impairment Assessment – Radio Reporting Units

As disclosed in Note 5 to the consolidated financial statements, the Company’s consolidated FCC licenses balance was $392.3 million as of December 31, 2024.

The Company performed the annual quantitative impairment test for its FCC licenses in all markets during the fourth quarter of 2024 and did not record any impairment losses related to the FCC licenses

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex

Independent Member Crowe Global

in each of its reporting units during the year ended December 31, 2024.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

FCC Licenses Impairment Assessment – Radio Reporting Units

As disclosed in Note 5 to the financial statements, the Company’s consolidated FCC licenses balance was $154.7 million as of December 31, 2025.

The Company performed the annual quantitative impairment test for its FCC licenses in all markets during the fourth quarter of 2025 and recorded impairment losses of $224.8 million related to the FCC licenses in each of its reporting units during the year ended December 31, 2025.

Management performs an annual impairment test during the fourth quarter of each year, or more frequently when it is determined that events and circumstances indicate that it is more likely than not that FCC licenses are impaired, which includes a qualitative assessment.

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Fair value is estimated by management using an income approach.

Management’s cash flow projections for its FCC licenses included significant judgments and assumptions relating to revenue growth rates, the market share at maturity and operating income margins at maturity of an average station within a market based upon market size, and station type and the discount rate.

Management’s cash flow projections for its FCC licenses included significant judgments and assumptions relating to revenue growth rates, the market share at maturity, operating cash flow margins at maturity of an average station within a market based upon market size and station type, and the discount rate.

We considered auditing the impairment of FCC licenses to be a critical audit matter because it involved a high degree of subjectivity in evaluating management’s estimates, judgments, and assumptions, as well as significant audit effort due to complexity in the aggregation and evaluation of significant amounts of data and the use of valuation specialists.

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Evaluated the appropriateness of valuation model used and the application of certain assumptions in the valuation model, and recalculated the discounted cash flow schedules.

Evaluated the significant assumptions used by management, including revenue growth rates, the market share at maturity and operating income margins at maturity of an average station within a market based upon market size and station type, and the discount rate.

Performed sensitivity testing to identify the assumptions used by management that are significant.

Evaluated the significant assumptions used by management, including revenue growth rates, the market share at maturity and operating cash flow margins at maturity of an average station within a market based upon market size and station type, and the discount rate.

This involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance in the market being evaluated, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Utilized valuation specialists to assist in evaluating certain assumptions applied in the valuation model.

Utilized valuation specialists to assist in evaluating certain assumptions applied in the valuation model, including discount rate, and recalculating the fair values determined.

/s/ Crowe LLP

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Los Angeles, California

March 26, 2025

April 8, 2026

BEASLEY BROADCAST GROUP, INC.

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Other intangibles, net

LIABILITIES AND STOCKHOLDERS' EQUITY

Assets held for sale

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

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Other current liabilities

Current portion of long-term debt

Total current liabilities

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Deferred tax liabilities

Liabilities held for sale

Other long-term liabilities

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Commitments and contingencies

Stockholders' equity:

Stockholders' equity (deficit):

Preferred stock, $ 0.001 par value;

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200,051 shares

Retained earnings

Retained earnings (accumulated deficit)

( 177,394,073

Accumulated other comprehensive income

Total stockholders' equity

Total liabilities and stockholders' equity

(1) The shares of Class A and Class B Common Stock have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024.

See Not e 21 fo r additional information.

Total stockholders' equity (deficit)

Total liabilities and stockholders' equity (deficit)

See accompanying notes to consolidated financial statements

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Goodwill impairment losses

Extinguishment of franchise fee

Other operating expenses

Total operating expenses

Operating income (loss)

( 229,674,064

Non-operating income (expense):

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Loss before income taxes

( 241,222,329

Income tax benefit

Loss before equity in earnings of unconsolidated affiliates

( 196,566,572

Equity in earnings of unconsolidated affiliates, net of tax

( 196,549,741

Other comprehensive gain (loss):

Unrecognized actuarial gain (loss) on postretirement plan (net of income

tax benefit of $ 52,260 in 2023 and income tax expense of $ 142,846 in 2024)

tax expense of $ 142,846 in 2024 and income tax benefit of $ 57,303 in 2025)

Comprehensive loss

( 196,722,639

Net loss per Class A and B common share:

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Basic and diluted

(1) The shares of Class A and Class B Common Stock have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024.

See N ote 21 for additional information.

See accompanying notes to consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUIT Y (DEFICIT)

Stockholders'

Treasury Stock

Comprehensive

Stockholders'

(Loss) Income

Balances as of January 1, 2024

Issuance of common stock

Stock-based compensation

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Purchase of treasury stock

Other comprehensive loss

Other comprehensive gain

Balances as of December 31, 2024

Issuance of common stock

Stock-based compensation

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Purchase of treasury stock

Other comprehensive gain

( 196,549,741

Other comprehensive loss

Balances as of December 31, 2025

(1) The shares of Class A and Class B Common Stock have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024.

See Note 21 for additional information.

( 177,394,073

See accompanying notes to consolidated financial statements

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Cash flows from operating activities:

( 196,549,741

Adjustments to reconcile net loss to net cash used in operating activities:

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Gain on sale of investment

Extinguishment of franchise fee

Amortization of premium and debt issuance costs

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The Company owns and operates 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.

Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayettevill e, NC, Fort Myers-Naples, FL, L as Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL.

(2) Summary of Significant Accounting Policies

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(ii) future cash flows used for testing recoverability of property and equipment;

(iii) fair values used for testing Federal Communications Commission ("FCC") licenses, goodwill and other intangibles for impairment;

(iv) estimates used to determine the incremental borrowing rate to record lease liabilities and related right-of-use assets (v) the realization of deferred tax assets;

(iii) fair values used for testing Federal Communications Commission ("FCC") licenses and other intangibles for impairment;

(iv) estimates used to determine the incremental borrowing rate to record operating lease liabilities and right-of-use assets (v) the realization of deferred tax assets;

and (vi) actuarial assumptions related to the Supplemental Employee Retirement Plan ("SERP").

Actual results and outcomes may differ from management’s estimates and assumptions.

C ash and Cash Equivalents

Cash and Cash Equivalents

All short-term investments with an original maturity of three months or less are considered to be cash equivalents.

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The changes in allowance for credit losses on accounts receivable are as follows:

Year Ended December 31,

Beginning balance

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Property and equipment is recorded at fair value in a business combination or otherwise at cost and depreciated using the straight-line method over the estimated useful life of the asset.

If an event or change in circumstances were to indicate that the carrying amount of property and equipment is not recoverable, the carrying amount will be reduced to the estimated fair value.

If an event or change in circumstances were to indicate that the carrying amount

of property and equipment is not recoverable, the carrying amount will be reduced to the estimated fair value.

Repairs and maintenance are charged to expense as incurred.

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For the purpose of testing its licenses for impairment, the Company combines its licenses into reporting units based on its market clusters.

See Note 5 for changes in the carrying amount of FCC licenses for the years ended December 31, 2023 and 2024 .

See N ote 5 for changes in the carrying amount of FCC licenses for the years ended December 31, 2024 and 2025 .

The weighted-average period before the next renewal of the Company’s FCC licenses is 3.1 years.

Goodwill is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the Company’s goodwill might be impaired.

The Company assesses qualitative factors to determine whether it is necessary to perform a quantitative assessment for each reporting unit.

If the quantitative assessment is necessary, the Company will determine the fair value of each reporting unit.

If the fair value of any reporting unit is less than the carrying amount, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

The loss recognized will not exceed the total amount of goodwill allocated to the reporting unit.

For the purpose of testing its goodwill for impairment, the Company has identified its market clusters, digital, and esports as its reporting units.

See Note 6 for changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2024 .

Other Intangibles

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Other intangibles also includes brands with indefinite lives that are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the Company’s brands might be impaired.

For the purpose of testing its other intangibles for impairment, the Company has identified its market clusters, digital, and esports as its reporting units.

For the purpose of testing its other intangibles for impairment, the Company has identified its market clusters and digital as its reporting units.

See Note 6 for changes in the carrying amount of other intangibles for the years ended December 31, 2024 and 2025 .

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When the evaluation indicates that an impairment exists, the Company will estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value and the carrying amount of the investment.

The carrying amount of the investment in QUU was $ 1.8 million and $ 1.9 million as of December 31, 2023 and 2024 , respectively.

The carrying amount of the investment in QUU w as $ 1.9 mil lion as of both December 31, 2024 and 2025 .

Debt Issuance Costs and Debt Premiums or Discount

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An actuarial valuation involves making various assumptions that include the discount rate and mortality rates.

The discount rate is based on matching the cash flows of the SERP to the FTSE Pension Discount Curve.

The discount rate is based on matching the cash flows of the SERP to

the FTSE Pension Discount Curve.

The mortality assumptions are based on the mortality tables and mortality improvement scales that are selected based on the most recent study of the Society of Actuaries.

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Common shares outstanding include shares of both Class A and Class B Common Stock, which have equal rights and privileges except with respect to voting.

Diluted net loss per share reflects the potential dilution that could occur if restricted stock units or other contracts to issue common stock were exercised or converted into common

stock and were not anti-dilutive.

When reporting a net loss, the effect of restrictive stock units is excluded under the treasury stock method as the addition of shares would be anti-dilutive.

Diluted net loss per share reflects the potential dilution that could occur if restricted stock units or other contracts to issue common stock were exercised or converted into common stock and were not anti-dilutive.

When reporting a net loss, the effe ct of restrictive stock units is excluded under the treasury stock method as the addition of shares would be anti-dilutive.

Concentrations of Risk

Certain cash deposits with financial institutions may, at times, exceed FDIC insurance limits.

The stations located in Boston, MA, Detroit, MI, and Philadelphia, PA collectively contributed 58 % of the Company’s net revenue in 2024 .

The stations located in Boston, MA, Detroit, MI, and Philadelphia, PA collectively contribu ted 58 % of the Company’s net revenue in 2025 .

The stations located in Boston, MA, Detroit, MI, and Philadelphia, PA collectively contributed 58 % of the Company’s net revenue in 2024 .

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The Company currently operates two operating and reportable segments (Audio and Digital).

The Company also operated an esports segment from January 1, 2023 to December 13, 2023.

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).

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Corporate expenses include general and administrative expenses and certain other income and expense items not allocated to the operating segments.

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 annual report.

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

TThe 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 has defaulted on its Existing Second Lien Notes (as defined in Note 22 below), see Note 22 for additional information.

Although the Company continues to pursue a strategy to realize improved operations, including anticipated improvements from the Refinancing Transactions (as defined in Note 22 below) and related cost reductions, the timing of these realizations cannot be guaranteed to ensure liquidity is available when needed to meet the Company’s obligations.

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 annual report, and management has concluded there is substantial doubt about the Company’s ability to continue as a going concern.

Management believes that the successful completion of the Refinancing Transactions contemplated by the Transaction Support Agreement (as defined in Note 22 below), including the Exchange Offer and Tender Offer (each as defined in Note 22 below), would significantly improve the Company’s liquidity position and capital structure.

As of the date of this filing, approximately 97% of the aggregate principal amount of the Existing Second Lien Notes have validly tendered in the Exchange Offer and provided consents to the proposed amendments to the Existing Second Lien Notes Indenture (as defined in Note 22 below).

Upon closing, the Company would incur transaction-related cash payments, receive funding associated with the ABL Credit Facility, and replace the existing second lien cash interest obligations with the new financing structure.

As a result, the liquidity benefit associated with the new ABL Credit Facility would be realized upon closing, and the reduction in required cash interest payments would begin upon closing and continue through the forecast period.

However, there can be no assurances of the Company’s ability to realize these plans or successfully complete the Refinancing Transactions .

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("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;

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.

These amendments are effective for annual reporting

periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company does not expect the new guidance to 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;

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The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied prospectively.

The Company is currently in the process of reviewing the new guidance.

In November 2023, the FASB issued guidance which requires additional disclosures for the Company's reportable segments, primarily related to significant segment expenses.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted the guidance in the fourth quarter of 2024, and the adoption did not have a material impact on the Company’s consolidated financial statements.

The Company adopted the new guidance prospectively for the annual reporting period ending December 31, 2025 and the new guidance did not have a significant impact on the financial statements.

(3) Dispositions

On December 13, 2 023, the Company completed the termination of its esports operations.

The Company received a $ 6.0 million termination payment from the esports league in the fourth quarter of 2023.

The Company no longer has esports operations after completion of the termination.

However, management determined that the termination did not represent a strategic shift that would have significant effect on the Company's operations and financial results;

therefore, the esports operations have not been reported as discontinued operations.

The Company recorded a loss on termina tion of $ 0.3 million d uring the fourth quarter of 2023.

The loss on termination is summarized as follows:

Termination payment

Goodwill (see Note 6)

Other intangibles (see Note 7)

Loss on termination

In addition, the remaining $ 6.0 million franchise fee payable to the esports league was forgiven by the esports league and is reported in the accompanying consolidated statement of comprehensive loss for the year ended December 31, 2023.

On October 5, 2023, the Company completed the sale of substantially all of the assets used in the operation of WJBR-FM in Wilmington, DE to a third party for $ 5.0 million in cash.

During the second quarter of 2023, due to the potential sale of these assets, the Company recorded and impairment loss of $ 10.0 million related to the FCC license.

The Company no longer has operations in the Wilmington, DE market after completion of the disposition.

However, management determined that the disposition did not represent a strategic shift that would have significant effect on the Company's operations and financial results;

therefore, the operations in the Wilmington, DE market have not been reported as discontinued operations.

The Company recorded a gain on disposition of approximately $ 18,000 during the fourth quarter of 2023.

On September 11, 2023, the Company completed the sale of substantially all of the assets used in the operations of WWWE-AM in Atlanta, GA to a third party for $ 250,000 in cash.

On August 11, 2025, the Company 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, the Company 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.

A summary of net assets held for sale as of December 31, 2025 is as follows:

Property and equipment, net

Operating lease right-of-use assets

Operating lease liabilities

On September 29, 2025, the Company completed the sale of substantially all of the assets used in the operations of WPBB-FM in Tampa, FL to a third party for $ 8.0 million in cash.

The Company recorded a gain on disposition of $ 0.4 million during the third quarter of 2025.

(4) Property and Equipment

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Less accumulated depreciation and amortization

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.

On October 28, 2024, the Company completed the sale of a building in Belmar, NJ to a third party for $ 1.2 million in cash.

The Company recorded a gain on disposition of $ 0.8 million during the fourth quarter of 2024.

The Company recorded depreciation expense of $ 7.8 million and $ 7.0 million for the years ended December 31, 2023 and 2024 , respectively.

The Company recorded depreciation expense of $ 7.0 million an d $ 6.1 mil lion for the years ended December 31, 2024 and 2025 , respectively.

(5) FCC Licenses

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Balance as of January 1, 2024

Dispositions (see Note 3)

Impairment losses (see below and also Note 3)

License terminations

Balance as of December 31, 2024

Dispositions (see Note 3)

Assets held for sale reclassification (see Note 3)

License terminations

Impairment losses

( 224,815,149

Balance as of December 31, 2025

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The FCC license valuations are Level 3 non-recurring fair value measurements.

The Company performed the annual quantitative impairment test for its FCC licenses in all markets during the fourth quarter of 2024 and did no t record any impairment losses related to the FCC licenses in each of its reporting units.

The fair values of the FCC licenses were estimated using an income approach.

The income approach is based upon discounted cash flow analyses for the next ten years incorporating variables such as projected audio market revenues, projected growth rate for audio market revenues, projected audio market revenue shares, projected audio station operating income margins, and a discount rate appropriate for the audio industry.

The income approach is based upon discounted cash flow analyses for the next ten years incorporating variables such as projected audio market revenues, projected growth rate for audio market revenues, projected audio market revenue shares, projected audio station operating cash flow margins, and a discount rate appropriate for the audio industry.

The Company performed the annual quantitative impairment test for its FCC licenses in all markets during the fourth quarter of 2025.

As a result of the annual quantitative impairment test, the Company recorded impairment los ses of $ 224.8 million related to the FCC licenses in each of its reporting units.

The impairment losses were primarily due to a decrease in the projected revenues in each market cluster, a decrease in operating cash flow margins in each market cluster, and an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of the FCC licenses.

There were a number of factors that contributed to these changes and the recognition of impairment in the fourth quarter of 2025 as compared to prior periods:

1) the full impact of the general economic uncertainty created by tariffs, inconsistent government economic data, and a degree of global economic upheaval resulting from the change in administrations became apparent by the fourth quarter of 2025.

These factors, tariffs in particular, had a negative effect on advertiser spending, which impacted both revenues and cash flow for broadcasters;

2) the decline in core advertising, excluding political, was more significant than anticipated in 2025 while at the same time, the growth in digital advertising was less than anticipated;

and 3) the financial outlook for the Company took an adverse turn in the fourth quarter of 2025, as significant concerns around the future liquidity of the Company arose.

This translated into increased risk around the Company’s FCC licenses.

The key assumptions used in the discounted cash flow analyses are as follows:

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15.2 % - 45.8 %

Operating income margins at maturity

Operating cash flow margins at maturity

12.0 % - 23.3 %

Discount rate

On December 25, 2024 , the 12-month silent period for WAEC-AM in Atlanta, GA expired, and the FCC license was terminated.

The termination resulted in a loss of $ 0.3 million.

On December 20, 2024 , the 12-month silent period for WCHZ-FM in Augusta, GA expired, and the FCC license was terminated.

On September 29, 2025, the 12-month silent period for WGUS-FM in Augusta, GA expired, and the FCC license was terminated.

The termination resulted in a loss of $ 0.4 million.

Due to an increase in interest rates in the U.S.

economy and a decrease in projected revenues, the Company tested its FCC licenses for impairment during the third quarter of 2023.

As a result of the quantitative impairment test performed as of September 30, 2023, the Company recorded impairment losses of $ 78.2 million related to the FCC licenses in each of its market clusters.

The impairment losses were primarily due to an increase in the discount rate due to certain risks associated with the U.S.

economy and a decrease in the projected revenues in each market cluster used in the discounted cash flow analyses to estimate the fair value of the Company's FCC licenses.

The key assumptions used in the discounted cash flow analyses are as follows:

Revenue growth rates

( 1.2 )% - 1.8 %

Market revenue shares at maturity

0.4 % - 44.7 %

Operating income margins at maturity

19.7 % - 30.4 %

Discount rate

The Company performed the annual quantitative impairment test for its FCC licenses in all markets during the fourth quarter of 2023.

As a result of the quantitative impairment test performed as of November 30, 2023, the Company recorded impairment losses of $ 1.0 million related to the FCC licenses in its Augusta, GA, Fort Myers-Naples, FL, and Middlesex-Monmouth-Morristown, NJ

market clusters.

The impairment losses were primarily due to a decrease in projected revenue in these markets.

The fair values of the FCC licenses were estimated using an income approach.

The f air values of the FCC licenses were estimated using an income approach.

The key assumptions used in the discounted cash flow analyses are as follows:

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0.4 % - 45.4 %

Operating income margins at maturity

19.7 % - 29.9 %

Discount rate

Changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2024 are as follows:

Balance as of January 1, 2023

Disposition (see Note 3)

Impairment losses

Balance as of December 31, 2023

Impairment loss

Balance as of December 31, 2024

Goodwill is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the Company’s goodwill might be impaired.

The Company assesses qualitative factors to determine whether it is necessary to perform a quantitative assessment for each reporting unit.

If the quantitative assessment is necessary, the Company will determine the fair value of each reporting unit.

The loss recognized will not exceed the total amount of goodwill allocated to the reporting unit.

For the purpose of testing goodwill for impairment, the Company has identified its audio market clusters and esports as its reporting units.

The goodwill valuations are Level 3 non-recurring fair value measurements.

Due to an increase in interest rates in the U.S.

economy and a decrease in projected revenues, the Company tested its goodwill for impairment during the third quarter of 2023.

As a result of the quantitative impairment test performed as of September 30, 2023, the Company recorded an impairment loss of $ 10.6 million related to the goodwill in its Philadelphia, PA market cluster.

The impairment loss was primarily due to an increase in the discount rate due to certain risks associated with the U.S.

economy and a decrease in the projected revenues used in the discounted cash flow analysis to estimate the fair value of our goodwill.

The fair value of the goodwill in the Philadelphia, PA market cluster was estimated using an income approach.

The key assumptions used in the discounted cash flow analyses are as follows:

Revenue growth rates

Operating cash flow margins at maturity

19.7 % - 28.6 %

Operating income margin

Discount rate

On December 25, 2024 , the 12-month silent period for WAEC-AM in Atlanta, GA expired, and the FCC license was terminated.

The termination resulted in a loss of $ 0.3 million.

On December 20, 2024 , the 12-month silent period for WCHZ-FM in Augusta, GA expired, and the FCC license was terminated.

The termination resulted in a loss of $ 0.3 million.

(6) Other Intangibles

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Brands with indefinite lives

Other intangibles with indefinite lives

Other intangibles as of December 31, 2024 are comprised of the following:

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If an event or change in circumstances were to indicate that the carrying amount of any other intangibles is not recoverable, the carrying amount will be reduced to the estimated fair value.

For the purpose of testing its other intangibles for impairment, the Company has identified its market clusters, digital, and esports as its reporting units.

For the purpose of testing its other intangibles for impairment, the Company has identified its market clusters and digital as its reporting units.

The Company recorded amortization expense of $ 0.3 milli on and $ 0.2 million for the years ended December 31, 2024 and 2025, respectively.

Estimated future amortization expense related to intangible assets subject to amortization for the next five years and thereafter is as follows:

Estimated future amortization expense related to intangible assets subject to amortization for the next four years is as follows:

(7) Proceeds from BMI Sale

On March 8, 2024, the Company received $ 6.0 million related to the sale of an investment in Broadcast Music, Inc.

recorded a gain of $ 6.0 million.

The gain on sale of investment is reported in the accompanying consolidated statement of net loss for the year ended December 31, 2024.

After the sale, the Company no longer holds an investment in BMI.

(8) Other Current Liabilities

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Deferred revenue

Accrued music fees

Accrued digital expenses

3 unchanged sentences

Long-term debt is comprised of the following:

Current portion of long-term debt:

8.625 % secured notes due February 1, 2026

Long-term debt:

8.625 % secured notes due February 1, 2026

11.000 % senior secured first lien notes due August 1, 2028

9.200 % senior secured second lien notes due August 1, 2028

Unamortized premium and debt issuance costs

On February 2, 2021, the Comp any issued $ 300.0 million aggregate principal amount of 8.625 % senior secured notes due on February 1, 2026 (the “Existing Notes”) under an indenture dated February 2, 2021 (the “Existing Notes Indenture”).

Interest on the Existing 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 Existing 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.

The Company used the net proceeds from the Notes, to refinance in full our previously outstanding credit facility, to repay a previously outstanding promissory note and loan from George Beasley and to pay related accrued interest, fees and expenses.

Prior to February 1, 2025, the Company will be subject to certain premiums, as defined in the Existing Notes Indenture, for optional or mandatory (upon certain contingent events) redemption of some or all of the N otes.

In the fourth quarter of 2023, the Company repurchased $ 20.0 million aggregate principal amount of the Existing Notes for an aggregate price equal to 65 % of the principal amount and recorded an aggregate gain of $ 6.8 million as a result of the repurchases.

In the second quarter of 2023, the Company repurchased $ 3.0 million principal amount of the Existing Notes for a price equal to 66 % of the principal amount and recorded a gain of $ 1.0 million as a result of the repurchase.

On October 8, 2024 (the “Settlement Date”), Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the Company, and certain other of the Company’s subsidiaries, completed:

(i) the exchange (the “Exchange Offer”) of $ 194.7 million aggregate principal amount of the Existing Notes (representing 72.9 % of the aggregate principal amount outstanding of the Existing Notes) for ( a) $ 184.9 millio n aggregate principal amount of the Issuer’s newly issued 9.200 % Senior Secured Second Lien Notes due August 1, 2028 (the “Exchange Notes”) at an exchange ratio of 95.0 % of the aggregate principal amount of the Existing Notes tendered for exchange, (b) 179,383 shares of Class A Common Stock of the Company, based upon pro rata ownership of the Exchange Notes issued by the Issuer, and (c) certain cash payments aggregating approximately $ 1.7 million;

(ii) the purchas e of $ 68.0 m illion aggregate principal amount of the Existing Notes at a purchase price of 62.5 % plus accrued and unpaid interest (such offer, the “Tender Offer”);

and (iii) the issuance by the Issue r of $ 30.9 million aggregate principal amount of 11.000 % Senior Secured First Lien notes due 2028 (the “New Notes,” and such offering, the “New Notes Offer”) to holders of Existing Notes or their designees who participated in the Exchange Offer, including to certain backstop commitment parties who committed to purchase the New Notes not otherwise subscribed for.

The Company received requisite consents from holders of Existing Notes to (a) adopt certain amendments (the “Proposed Amendments”) to the Existing Notes Indenture and the related security documents and (b) execute a supplemental indenture (the “Supplemental Indenture”) to the Existing Notes Indenture and each relevant ancillary document effecting the Proposed Amendments.

The Company used the proceeds from the New Notes Offer of $ 30.0 million to f und, in part, the purchase of Existing Notes tendered in the Tender Offer.

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.

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;

Unamortized premium

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 redeemed in full on January 31, 2026.

On October 8, 2024 (the “Settlement Date”), Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the

Company, and certain other of the Company’s subsidiaries, completed:

(i) the exchange (the “Prior Exchange Offer”) of $ 194.7 million aggregate principal amount of the Prior Notes (representing 72.9 % of the aggregate principal amount outstanding of the Prior Notes) for (a) $ 184.9 million aggregate principal amount of the Issuer’s newly issued 9.200 % Senior Secured Second Lien Notes due August 1, 2028 (the “Existing Second Lien Notes”) at an exchange ratio of 95.0 % of the aggregate principal amount of the Prior Notes tendered for exchange, (b) 179,383 shares of Class A Common Stock of the Company, based upon pro rata ownership of the Existing Second Lien Notes issued by the Issuer, and (c) certain cash payments aggregating approximately $ 1.7 million;

(ii) the purchase of $ 68.0 million aggregate principal amount of the Prior Notes at a purchase price of 62.5 % plus accrued and unpaid interest (such offer, the “Tender Offer”);

and (iii) the issuance by the Issuer of $ 30.9 million aggregate principal amount of 11.000 % Senior Secured First Lien notes due August 1, 2028 (the “Existing First Lien Notes,” and such offering, the “First Lien Notes Offer”) to holders of Prior Notes or their designees who participated in the Prior Exchange Offer, including to certain backstop commitment parties who committed to purchase the Existing First Lien Notes not otherwise subscribed for.

The Company used the proceeds from the First Lien Notes Offer of $ 30.0 million to fund, in part, the purchase of Prior Notes tendered in the tender offer.

Interest on the 11.000 % Senior Secured First Lien notes and the 9.200 % Senior Secured Second Lien notes is payable semiannually in arrears on February 1 and August 1 of each year .

On the Settlement Date, the Issuer entered into (i) a new indenture (the “First Lien Notes Indenture”) governing its Existing First Lien 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 “Second Lien Notes Indenture”) governing its Existing Second Lien 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 Second Lien Notes Indenture and First Lien 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 First Lien Notes Indenture and the Second Lien 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;

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and issue or sell stock of its subsidiaries.

Due to the combination of the insufficiency of the Company’s then current project cash flows to service the debt to maturity absent a refinancing, broader challenges faced by all companies in the radio broadcasting industry, and the concessions granted by the holders of the Existing Notes (as described above), the carrying amount of the debt was first reduced by the fair value of the shares of Class A Common Stock of the Company issued to holders of the Existing Notes who participated in the Exchange Offer of $ 2.2 million.

As the aggregate undiscounted future principal and interest payments under the Exchange Notes and New Notes were greater than the resulting net carrying amount of the Existing Notes at the time of the debt restructuring, the carrying amount of the debt was not further adjusted and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt.

The Company capitalized $ 2.6 million in fees paid to the lenders in connection with the debt restructuring, consisting of certain cash payments made to holders of Existing Notes who participated in the Exchange Offer and a 3.0 % participation premium paid to the holders of Existing Notes who participated in the New Notes Offer.

As the aggregate undiscounted future principal and interest payments under the Existing Second Lien Notes and Existing First Lien Notes were greater than the net carrying amount of the Prior Notes at the time of the debt restructuring, the carrying amount of the debt was not adjusted, and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt.

The carrying amount of the debt was reduced by the fair value of the shares of our Class A Common Stock issued to holders of the Prior Notes who participated in the Prior Exchange Offer of $ 2.2 million.

The Company capitalized $ 2.6 million in fees paid to the lenders in connection with the debt restructuring, consisting of certain cash payments made to holders of Prior Notes who participated in the Prior Exchange Offer and a 3.0 % participation premium paid to the holders of Prior Notes who participated in the First Lien Notes Offer.

The Company incurred $ 6.0 million in debt restructuring costs, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring, which were expensed .

In the second quarter of 2025, the Company repurchased $ 1.5 million principal amount of the Prior Notes for a price equal to 65 %

of the principal amount and recorded a gain of $ 0.5 million as a result of the repurchase.

On November 12, 2025, the Issuer entered into supplemental indentures to the First Lien Notes Indenture and the Second Lien Notes Indenture to, among other things, permit the company to use the net proceeds from the September 2025 sale of substantially all of the assets used in the operations of WPBB-FM in Tampa, FL to a third party for $ 8.0 million in cash for working capital purposes rather than being required to use such net proceeds to repay the First Lien Notes.

The Company leases office space, towers and office equipment.

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Less imputed interest

Present value of lease liabilities

Present value of operating lease liabilities

Operating lease liabilities - current

Operating lease liabilities - long-term

(11) Employee Benefit Plans

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Under this plan, employees may contribute a minimum of 1 % of their compensation (no maximum) to the Plan.

However, the Internal Revenue Code limited contributions to $ 22,500 and $ 23,000 (or $ 30,000 and $ 30,500 if aged 50 years or older) in 2023 and 2024 , respectively.

However, the Internal Revenue Code limited contributions to $ 23,000 and $ 23,500 (or $ 30,500 and $ 31,000 if a ged 50 years or older) in 2024 and 2025 , respectively.

No employer matching contributions were made to the defined contribution plan in 2024 and 2025.

Supplemental Employee Retirement Plan

The benefit obligations related to the frozen SERP of $ 8.0 million and $ 7.3 million are reported in other long-term liabilities, of which $ 0.6 million was reclassified to other current liabilities, in the consolidated balance sheets as of December 31, 2023 and 2024 .

The Company contributed $ 0.5 million to the SERP in both 2023 and 2024.

The benefit obligations related to the frozen SERP of $ 7.3 million are reported in other long-term liabilities, of wh ich $ 0.6 mi llion was reclassified to other current liabilities, in the consolidated balance sheets as of December 31, 2024 and 2025.

The Company contri buted $ 0.5 m illion to the SERP in both 2024 and 2025.

The SERP is summarized as follows:

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In the election of directors, the holders of Class A common stock are entitled by class vote, exclusive of other stockholders, to elect two of the Company’s directors, with each Class A share being entitled to one vote.

In the election of the other six directors and all other matters submitted to the stockholders for a vote, the holders of Class A shares and Class B shares shall vote as a single class, with each Class A share being entitled to one vote and each Class B share entitled to ten votes.

In the election of the other four directors and all other matters submitted to the stockholders for a vote, the holders of Class A shares and Class B shares shall vote as a single class, with each Class A share being entitled to one vote and each Class B share entitled to ten votes.

From time to time, the Company repurchases sufficient shares of its common stock to fund withholding taxes in connection with the vesting of restricted stock units.

The Compa ny paid $ 0.1 million to repurchase 7,618 shares in 2024.

The Company pa id $ 29,531 to repurchase 5,561 shares in 2025.

The board of directors 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.

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Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the balance sheet.

Substantially all deferred revenue is recognized within twelve months of the payment date.

Substantially all deferred revenue is recognized within 12 months of the payment date.

Deferred revenue

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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.

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.

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(14) Stock-Based Compensation

As a result of the Reverse Stock Split effected on September 23, 2024, consistent with the terms of the 2007 Plan and outstanding awards granted under the 2007 Plan, the total number of shares of Class A Common Stock issuable upon exercise, vesting or settlement of such awards and the total number of shares of Class A Common Stock remaining available for future awards under the 2007 Plan, as well as any share-based limits in the 2007 Plan, were proportionately reduced, and any fractional shares resulting therefrom were rounded down to the nearest whole share.

Furthermore, the exercise prices of any outstanding options under the 2007 Plan were proportionately increased based on the Reverse Stock Split ratio, and the resulting exercise prices were rounded up to the nearest whole cent.

All share and share-related information presented in the condensed consolidated financial statements, for all periods presented, has been retroactively adjusted to reflect the Reverse Stock Split.

The 2007 Equity Incentive Award Plan (the “2007 Plan”) permits the Company to issue up to 375,000 shares of Class A common stock.

The 2007 Plan allows for eligible employees, directors and certain consultants of the Company to receive restricted stock units, shares of restricted stock, stock options or other stock-based awards.

The restricted stock units that have been granted under the 2007 Plan generally vest over one to five years of service.

A summary of restricted stock unit activity is presented below:

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 to five 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:

Weighted-Average Grant-Date Fair Value

Unvested as of June 25, 2025

Unvested as of December 31, 2025

As of December 31, 2025, 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 3.0 yea rs.

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

Weighted-Average Grant-Date Fair Value

Unvested as of January 1, 2024

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Unvested as of December 31, 2025

As of December 31, 2024 , there was $ 0.9 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 2.6 years.

As of December 31, 2025, there w as $ 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 1.9 y ears.

(15) Income Taxes

Income tax benefit is as follows:

Year ended December 31,

Income tax benefit differs from the amounts that would result from applying the federal statutory rate of 21 % to the Company’s loss before taxes as follows:

Year ended December 31,

Income tax benefit for the year ended December 31, 2025 is as follows:

Benefits of operating loss carryforwards

Income tax benefit for the year ended December 31, 2025 differs from the amounts that would result from applying the federal statutory rate of 21 % to the Company’s pre-tax loss as follows:

Percentage of

Expected tax benefit

State income taxes, net of federal benefit

Change in valuation allowance

Non-deductible items

Income tax benefit for the year ended December 31, 2024 is as follows:

Income tax benefit for the year ended December 31, 2024 differs from the amounts that would result from applying the federal statutory rate of 21% to the Company’s loss before taxes as follows:

Expected tax benefit

State income taxes, net of federal benefit

Tax rate adjustments

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Property and equipment

Operating lease right-of-use assets

( 101,169,280

Net deferred tax liabilities

On October 8, 2024, the Company completed a debt modification (see Note 9) that resulted in a cancelation of indebtedness income for tax purposes in 2024, which is amortized over the life of the debt for book purposes, resulting in a new deferred tax asset.

Income taxes paid for the year ended December 31, 2025 are as follows:

Federal taxes

State and local taxes:

Massachusetts

North Carolina

As of December 31, 2025 , the Company has federal net operating losses of $ 6.2 million.

The federal net operating losses have an indefinite life.

As of December 31, 2025 , the Company has state net operating losses of $ 10.0 million.

The valuation allowance as of December 31, 2023 related to unrealized losses on investments that were sold in 2024.

As of December 31, 2023 and 2024 , the Company does not have any material unrecognized tax benefits and accordingly, has not recorded any interest or penalties related to unrecognized tax benefits.

Massachusetts and Pennsylvania contributed approximately 66 % of the state net operating losses.

State net operating losses of approximately $ 8.2 million begin expiring in 2035 .

The majority of the remaining state net operating losses have an indefinite life.

For the year ended December 31, 2025 , the Company’s state and local income taxes, net of federal taxes, totaled a $ 6.4 million tax benefit.

The Company identified the individual state and local jurisdictions that together comprise more than 50 % of the total state and local income taxes, net of federal taxes.

For 2025, state and local income taxes in Florida and Massachusetts comprised the majority of this category.

During the year ended December 31, 2025 , the Company evaluated the realizability of its deferred tax assets.

As part of this evaluation, the Company considered all available positive and negative evidence, including recent operating results, projections of future taxable income, the scheduled reversal of existing temporary differences, and tax planning strategies.

As a result of this assessment, the Company determined that it is more likely than not that a portion of its deferred tax assets will not be realized.

Accordingly, the Company recorded a valuation allowance of $ 15.8 million against its deferred tax assets as of December 31, 2025.

The primary factors contributing to the need for a valuation allowance were cumulative losses in recent years and the absence of sufficient projected future taxable income to utilize interest expense that was previously limited and not deducted.

The Company will continue to assess the realizability of its deferred tax assets in future periods and will adjust the valuation allowance as appropriate based on changes in facts and circumstances.

The effect of the valuation allowance is reflected in the Company’s effective tax rate reconciliation as a reconciling item, increasing the effective tax rate for the period.

The Company only has operations in the United States, and therefore, no foreign income or foreign income taxes.

As of December 31, 2024 and 2025 , the Company does no t have any material unrecognized tax benefits and accordingly, has no t recorded any interest or penalties related to unrecognized tax benefits.

The Company and its subsidiaries file a consolidated federal income tax return and various state returns.

3 unchanged sentences

Year ended December 31,

( 196,549,741

Weighted-average shares outstanding:

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(1) Weighted-average shares outstanding used in the computation of basic and diluted Net loss attributable to BBGI stockholders per Class A and Class B common share have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2 024.

See No te 21 for ad ditional information.

See Note 21 for additional information.

The Company excluded the effect of restrictive 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 w as 4,290 and 17,451 for the years ended December 31, 2023 and 2024 , respectively.

The number of shares excluded w as 17,451 an d 10,473 for the years ended December 31, 2024 and 2025 , respectively.

(17) Related Party Transactions

The Company leases certain office space and towers from related parties as described below.

As a result, the Company has recorded operating lease right-of-use assets of $ 4.6 million and $ 3.7 million for the years ended December 31, 2023 and 2024 , respectively and operating lease liabilities of $ 4.9 million and $ 3.8 million for the years ended December 31, 2023 and 2024.

As a result, the Company has recorded operating lease right-of-use assets of $ 3.7 million an d $ 2.4 million for the years ended December 31, 2024 and 2025 , respectively, and operating lease liabilities of $ 3.8 million and $ 2.6 million for the years ended December 31, 2024 and 2025.

The operating lease right-of-use assets and operating lease liabilities for the related party leases are reported in the accompanying consolidated balance sheets for the years ended December 31, 2024 and 2025.

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The lease agreement expires on December 31, 2031 .

Rental expense was $ 0.3 million for each of the years ended December 31, 2023 and 2024.

Rental expense w as $ 0.3 million and $ 0.2 m illion for the years ended December 31, 2024 and 2025, respectively.

Beasley Family Properties, LLC

The Company leases office space for its stations in Fort Myers, FL from Beasley Family Properties, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G.

The Company leased office space for its stations in Fort Myers, FL from Beasley Family Properties, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G.

Beasley, Brian E.

Beasley, and other members of the Beasley family.

The lease agreement expires on August 31, 2029 .

Rental expense was $ 0.2 million for each of the years ended December 31, 2023 and 2024.

The lease agreement was terminated on February 6, 2026.

For more information, see Note 22 to the consolidated financial statements.

Rental expense w as $ 0.2 mill ion for each of the years ended December 31, 2024 and 2025.

Beasley Family Towers, LLC

The Company leased towers for 19 stations in various markets from Beasley Family Towers, LLC (“BFT”), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G.

Beasley, Brian E.

Beasley and other members of the Beasley family and partially owned directly by Caroline Beasley, Bruce G.

Beasley, Brian E.

Beasley and other members of the Beasley family.

During the fourth quarter of 2023, BFT sold 18 of the towers to an unrelated third party.

As a result, the leases are no longer considered related party transactions.

During the second quarter of 2024, the remaining lease agreement was terminated.

Rental expense was $ 0.8 million and approximately $ 16,000 for the years ended December 31, 2023 and 2024, respectively .

The Company leases office space for its stations in Fayetteville, NC from BFT.

The lease agreement expires on August 31, 2030 .

Rental expense was $ 0.1 million for each of the years ended December 31, 2023 and 2024.

Rental expense w as $ 0.1 millio n for each of the years ended December 31, 2024 and 2025.

On October 8, 2024, the Company entered into a common stock purchase agreement for the issuance and sale of 56,864 shares of Class A Common Stock of the Company to Beasley Family Towers, LLC at an offering price of approximately $ 12.31 per share, for gross proceeds of $ 700,000 .

The Company used the net proceeds to fund a portion of the cash payment made to the exchanging holders in the Exchange Offer, and for other corporate purposes.

The Company used the net proceeds to fund a portion of the cash payment made to the exchanging holders in the Prior Exchange Offer, and for other corporate purposes.

On December 25, 2024, the 12-month silent period for WAEC-AM in Atlanta, GA expired and the FCC license was terminated.

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The lease agreement expires on October 31, 2028 .

Rental expense was approximately $ 52,000 and $ 53,000 for the years ended December 31, 2023 and 2024, respectively.

Rental expense was approximately $ 53,000 an d $ 41,000 for t he years ended December 31, 2024 and 2025, respectively.

GGB Las Vegas, LLC

The Company leases office space for its stations in Las Vegas, NV from GGB Las Vegas, LLC, which is controlled by members of the Beasley family.

The lease agreement expires on December 31, 2028 .

Rental expense was $ 0.2 million for each of the years ended December 31, 2023 and 2024.

The lease agreement was terminated on June 30, 2025 .

Rental expe nse w as $ 0.2 mill ion and $ 0.1 million for the years ended December 31, 2024 and 2025, respectively.

Wintersrun Communications, LLC

The Company leased a tower for one station in Charlotte, NC from Wintersrun Communications, LLC ("Wintersrun"), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G.

Beasley, Brian E.

Beasley and other members of the Beasley family and partially owned directly by Bruce G.

Beasley and Brian E.

During the fourth quarter of 2023, Wintersrun sold the

tower to an unrelated third party.

As a result, the lease is no longer considered a related party transaction.

Rental expense was $ 0.1 million for the year ended December 31, 2023.

The Company leases a tower for one station in Augusta, GA from Wintersrun.

The lease agreement expires on October 15, 2025 .

Rental expense was approximately $ 31,000 for each of the years ended December 31, 2023 and 2024.

The lease agreement expired on October 15, 2025 .

Rental expense was approximately $ 31,000 and $ 24,000 for the years ended December 31, 2024 and 2025, respectively.

The Company currently holds an investment in Quu, Inc.

("Quu"), a company that provides the Company with access to an application for digital revenue.

Payments to Quu for access to the application were $ 0.4 million and $ 0.5 million for the years ended December 31, 2023 and 2024, respectively.

Payments to Quu for access to the application were $ 0.5 million for each of the years ended December 31, 2024 and 2025.

Loan to Interactive Life, Inc.

In May 2022, the Company provided a $ 250,000 loan to Interactive Life, Inc.

that accrues interest at 8.625 % per annum until the loan’s mat urity in May 2025 .

Interacti ve Life, Inc.

that accrues interest at 8.625 % per annum until the loan’s maturity in March 2026 .

Interactive Life, Inc.

is controlled by Mr.

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(18) Commitments and Contingencies

On August 19, 2025, the Radio Music Licensing Committee ("RMLC") announced that they had entered into settlement agreements with American Society of Composers, Authors, and Publishers ("ASCAP") and BMI concerning licensing

arrangements.

The settlements established final license fee rates, which apply retrospectively for the period January 1, 2022 through

December 31, 2029.

The rate increase results in additional royalties to be paid by the Company to ASCAP and BMI for periods dating back to January 1, 2022.

The Company recorded an accrual of $ 1.5 million related to the ASCAP settlement in the other operating expenses during the third quarter of 2025.

In December 2025, the Company was provided with the information necessary to

reasonably estimate the additional royalties payable under the BMI settlement and recorded an accrual of $ 1.4 million in other operating expenses during the fourth quarter of 2025.

The Company has various commitments for rating services and on-air programming including sports broadcast rights for the Boston Bruins, Boston Celtics, and New England Patriots.

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The Company currently operates two operating and reportable segments (Audio and Digital).

The Company also operated an esports segment from January 1, 2023 to December 13, 2023.

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, Fayette ville, NC, Fort Myers-Naples, FL, 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.

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 consolidated statements of comprehensive loss.

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Depreciation and amortization

Impairment losses

FCC licenses impairment losses

Other operating expenses

Operating income (loss)

( 226,525,279

( 229,674,064

Capital expenditures

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Depreciation and amortization

Impairment losses

Extinguishment of franchise fee

Goodwill impairment losses

Operating income (loss)

3 unchanged sentences

Other intangibles, net

Net assets held for sale

Reportable segment information as of December 31, 2024 is as follows:

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Holders of Class A Common Stock or Class B Common Stock received cash in lieu of fractional shares.

The Reverse Stock Split had no effect on the par value of the Company’s Class A Common Stock or Class B Common Stock, which remained $ 0.001 per share, and had no effect on the number of authorized shares of the Company’s Class A

Common Stock or Class B Common Stock.

Following the Reverse Stock Split, the Class A Common Stock continued to be traded on the Nasdaq Capital Market under the symbol “BBGI” on a split-adjusted basis beginning on September 24, 2024.

In addition, consistent with the terms of the 2007 Plan and outstanding awards granted under the 2007 Plan, the total number of shares of Class A Common Stock issuable upon exercise, vesting or settlement of such awards and the total number of shares of Class A Common Stock remaining available for future awards under the 2007 Plan, as well as any share-based limits in the 2007 Plan, were proportionately reduced, and any fractional shares resulting therefrom were rounded down to the nearest whole share.

All share and share-related information presented in the condensed consolidated financial statements, for all periods presented, has been retroactively adjusted to reflect the decreased number of shares resulting from the Reverse Stock Split.

(22) Subsequent Events

Transaction Support Agreement and Exchange Offer

On March 20, 2026, the Company and Beasley Mezzanine Holdings, LLC (the “Issuer”), an indirect subsidiary of the Company, entered into a transaction support agreement (the “Transaction Support Agreement”) with certain holders of the Existing Notes (the “Supporting Holders”) representing a majority of the aggregate outstanding principal amount of the Existing First Lien Notes and a majority of the aggregate outstanding principal amount of the Existing Second Lien Notes.

The Transaction Support Agreement provides for support of certain refinancing transactions (the “Refinancing Transactions”), to be undertaken by the following:

(i) an exchange offer (the “Exchange Offer”) to exchange any and all of the Existing Second Lien Notes for newly issued 10.000 % Senior Secured Second Lien PIK Notes due 2027 (“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, to be issued subsequent to the issuance of this Annual Report, (ii) an offer to purchase (the “Tender Offer” and, together with the Exchange Offer, the “Offers”) up to $ 15.9 million of the Existing First Lien Notes for purchase at a price equal to 100 % of the par value thereof 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 and (y) release all of

the Collateral securing the Existing Second Lien Notes.

The Refinancing Transactions are expected to be consummated on the terms set forth in an offering memorandum and solicitation statement provided to holders of the Existing Notes.

Pursuant to the Transaction Support Agreement, the Supporting Holders have agreed to, among other things, (i) tender all of their Existing Notes in the Offers and (ii) provide their related consents under the Consent Solicitations.

The Supporting Holders’ obligations under the Transaction Support Agreement are conditioned upon holders holding 100 % of the aggregate principal amount of the Existing Second Lien Notes tendering their Existing Second Lien Notes pursuant to the Exchange Offer and providing their consents to the Consent Solicitations (the “Minimum Participation Condition”), as well as certain other customary conditions.

The Initial Supporting Holders (as defined in the Transaction Support Agreement) may waive the Minimum Participation Condition in their sole and absolute discretion.

Satisfaction of the Minimum Participation Condition may not be known until the expiration date of the Exchange Offer, which is currently expected to be on April 16, 2026 .

In connection with the Company’s and the Issuer’s entry into the Transaction Support Agreement, on March 20, 2026, the Issuer commenced the Refinancing Transactions.

On March 26, 2026, the early first lien tender date, holders of the Existing First Lien Notes had validly tendered $ 30.9 million aggregate principal amount of Existing First Lien Notes in the Tender Offer, and the Issuer accordingly accepted $ 15.9 million of such tenders in accordance with the terms of the Tender Offer.

On March 30, 2026, the Issuer completed the purchase of $ 15.9 million aggregate principal amount of Existing First Lien Notes pursuant to the Tender Offer, and $ 15.0 million aggregate principal amount of Existing First Lien Notes remain outstanding as of such date.

As of the date of this filing, approximately 97 % of the aggregate principal amount of the Existing Second Lien Notes have validly tendered in the Exchange Offer and provided consents to the proposed amendments to the Existing Second Lien Notes Indenture.

Assuming the requisite conditions for consummation of the Refinancing Transactions are satisfied, the Company expects the Refinancing Transactions to settle on or around April 20, 2026.

The Transaction Support Agreement includes representations, warranties, covenants and closing conditions customary for agreements of this type.

Pursuant to the terms of the Transaction Support Agreement, at the closing of the Offers, the Company will appoint an independent director selected by the Initial Supporting Holders as a member of the Company’s Board of Directors.

The Transaction Support Agreement also grants the Initial Supporting Holders the right, commencing 270 days after closing of the Offers, to propose three candidates for an additional independent director to be selected and appointed by the Company, and to participate in the formation of a strategic alternatives committee of the Board of Directors, in each case subject to certain terms and conditions contained in the Transaction Support Agreement.

In addition, the Transaction Support Agreement 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 Transaction Support Agreement.

The Transaction Support Agreement will, among other circumstances, terminate upon the earlier of:

(a) mutual written consent of the Company and the Supporting Holders, (b) on the settlement date of the Offers or (c) on May 15, 2026, if the Refinancing Transactions have not yet been consummated.

The 2027 PIK Notes will mature on December 31, 2027 , subject to a springing maturity condition.

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 for asset sales or debt or equity financings that the Company reasonably determines would yield proceeds, once consummated, that would be sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding as of September 30, 2027, the remaining Existing First Lien Notes and the 2027 PIK Notes will mature on such date or (ii) an event of default with respect to a breach of the governance covenants set forth in the Transaction Support Agreement has occurred, the 2027 PIK Notes will mature on the date such event of default occurred.

The indenture governing the 2027 PIK Notes will include an equity conversion feature.

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 our Class A common stock and Class B common stock on or after December 31, 2027 (or, if the springing maturity condition has occurred, the date on which the springing maturity condition occurs).

If such election is made, the holders would receive shares representing, in the aggregate, up to 95 % of the issued and outstanding Class A common Stock and Class B common Stock, on a fully diluted basis, subject to reduction based on the amount of cash payments made to holders in respect of principal of the 2027 PIK Notes prior to the conversion date.

The equity conversion is subject to obtaining prior approval of the FCC and compliance with applicable FCC foreign ownership rules.

Pursuant to the Transaction Support Agreement and the Refinancing Transactions, the Company expects to enter into an asset-based credit facility (the “ABL Credit Facility”) pursuant to a credit agreement (the “ABL Credit Agreement”) with a principal amount of up to $ 35.0 million.

The ABL Credit Agreement is expected to permit the borrowers thereunder to request increases in the revolving commitments under the ABL Credit Facility from time to time, subject to a cap and customary conditions.

Borrowings under the ABL Credit Facility are expected to bear interest, at the borrowers’ option, at term SOFR or base rate, plus, in each case, an interest rate spread to be agreed.

The ABL Credit Facility is expected to mature three years from the closing date thereof.

Credit Facility is expected to be secured by a first-priority lien on accounts receivable and related assets of the Issuer and certain of its subsidiaries and a third-priority lien on certain other assets of the Issuer and certain of its subsidiaries.

The obligations of the borrowers under the ABL Credit Agreement are expected to be guaranteed by the guarantors of the Existing Notes.

The ABL Credit Agreement is expected to include, among other things, certain customary conditions precedent that must be satisfied prior to any borrowing, customary affirmative and negative covenants and customary events of default.

The ABL Credit Agreement is expected to provide that, upon the occurrence and during the continuance of an event of default, the revolving commitments may be terminated, and all outstanding obligations under the ABL Credit Facility may be declared immediately due and payable.

There are no assurances that the ABL Credit Agreement will be entered into on the terms set forth above or at all.

On February 2, 2026, the Issuer elected to utilize the 30-day grace period for the interest payments due on Sunday, February 1, 2026 (and payable on Monday, February 2, 2026 , the next succeeding business day) (i) in the amount of approximately $ 8.5 million under the Second Lien Notes pursuant to the terms of the Second Lien Notes Indenture and (ii) in the amount of approximately $ 1.7 million under the First Lien Notes pursuant to the terms of the First Lien Notes Indenture.

On March 2, 2026, the Issuer deposited funds with the trustee for the First Lien Notes for payment in full of all defaulted interest pursuant to the First Lien Notes Indenture.

Pursuant to the terms of the Exchange Offer, eligible holders who participate in the Exchange Offer are entitled to receive additional 2027 PIK Notes for all accrued and unpaid interest, including the defaulted interest, at an exchange ratio of 50.0 %.

On February 6, 2026, the C ompany 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.

BEASLEY BROADCAST GROUP, INC.

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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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data