BEASLEY BROADCAST GROUP INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA BEASLEY BROADCAST GROUP, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 173 ) 36 Consolidated Balance Sheets as of December 31, 2024 and 2025 38 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2025 39 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2024 and 2025 40 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2025 41 Notes to Consolidated Financial Statements 42 Consolidated Financial Statement Schedule—Valuation and Qualifying Accounts 63 35 Table of Contents Crowe LLP Independent Member Crowe Global Report of Independent Registered Public Accounting Firm Shareholders and the Board of Directors of Beasley Broadcast Group, Inc. Naples, Florida Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Beasley Broadcast Group, Inc. (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 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter 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 36 Table of Contents Crowe LLP Independent Member Crowe Global judgments. 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. FCC licenses are assessed for impairment at the market cluster level. Potential impairment is identified by comparing the fair value of a market’s FCC licenses to its carrying value. 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, 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. Our audit procedures related to impairment of FCC licenses included the following: 1. Evaluated management’s judgments in their assessment of changes in market conditions or events, or other changes in circumstances that indicate an impairment of FCC licenses may be present. 2. Tested the reliability, appropriateness of aggregation, and relevance of underlying data used in the valuation model. 3. Evaluated the appropriateness of valuation model used and the application of certain assumptions in the valuation model, and recalculated the discounted cash flow schedules. 4. Performed sensitivity testing to identify the assumptions used by management that are significant. 5. 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. 6. 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 We have served as the Company’s auditor since 2006. Los Angeles, California April 8, 2026 37 Table of Contents BEASLEY BROADCAST GROUP, INC. CONSOLIDATED BA LANCE SHEETS December 31, December 31, 2024 2025 ASSETS Current assets: Cash and cash equivalents $ 13,772,720 $ 9,936,783 Accounts receivable, less allowance for credit losses of $ 1,698,285 in 2024 and $ 2,396,893 in 2025 51,551,945 45,468,661 Prepaid expenses 3,139,678 3,359,764 Other current assets 825,794 1,695,702 Total current assets 69,290,137 60,460,910 Property and equipment, net 47,000,978 43,101,321 Operating lease right-of-use assets 33,233,714 26,463,869 FCC licenses 392,259,831 154,711,200 Other intangibles, net 2,082,098 1,412,901 Assets held for sale — 7,423,633 Other assets 5,340,067 5,714,142 Total assets $ 549,206,825 $ 299,287,976 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 21,037,797 $ 25,832,681 Operating lease liabilities 8,688,874 6,972,790 Other current liabilities 23,260,496 24,630,287 Current portion of long-term debt — 2,795,000 Total current liabilities 52,987,167 60,230,758 Due to related parties 24,307 — Long-term debt 247,117,717 235,287,353 Operating lease liabilities 31,402,424 25,635,355 Deferred tax liabilities 63,747,937 19,041,411 Liabilities held for sale — 1,689,352 Other long-term liabilities 6,707,566 6,734,178 Total liabilities 401,987,118 348,618,407 Commitments and contingencies Stockholders' equity (deficit): Preferred stock, $ 0.001 par value; 10,000,000 shares authorized; none issued — — Class A Common Stock, $ 0.001 par value; 150,000,000 shares authorized; 1,152,366 issued and 957,876 outstanding in 2024; 1,172,194 issued and 972,143 outstanding in 2025 18,173 18,193 Class B Common Stock, $ 0.001 par value; 75,000,000 shares authorized; 833,137 issued and outstanding in 2024 and 2025 16,662 16,662 Additional paid-in capital 156,595,835 156,797,847 Treasury stock, Class A Common Stock; 194,490 shares in 2024; 200,051 shares in 2025 ( 29,337,880 ) ( 29,367,411 ) Retained earnings (accumulated deficit) 19,155,668 ( 177,394,073 ) Accumulated other comprehensive income 771,249 598,351 Total stockholders' equity (deficit) 147,219,707 ( 49,330,431 ) Total liabilities and stockholders' equity (deficit) $ 549,206,825 $ 299,287,976 See accompanying notes to consolidated financial statements 38 Table of Contents BEASLEY BROADCAST GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Year Ended Year Ended December 31, December 31, 2024 2025 Net revenue $ 240,291,611 $ 205,939,627 Operating expenses: Operating expenses (including stock-based compensation of $ 52,145 in 2024 and $ 31,415 in 2025 and excluding depreciation and amortization shown separately below) 201,768,757 186,615,256 Corporate expenses (including stock-based compensation of $ 841,147 in 2024 and $ 171,387 in 2025) 17,272,696 14,364,287 Depreciation and amortization 7,236,060 6,331,852 FCC licenses impairment losses — 224,815,149 Goodwill impairment losses 922,000 — Other operating expenses — 3,487,147 Total operating expenses 227,199,513 435,613,691 Operating income (loss) 13,092,098 ( 229,674,064 ) Non-operating income (expense): Interest expense ( 21,233,027 ) ( 13,233,800 ) Debt issuance expenses ( 5,982,414 ) — Gain on sale of investment 6,026,776 — Gain on repurchases of long-term debt — 525,000 Other income, net 799,558 1,160,535 Loss before income taxes ( 7,297,009 ) ( 241,222,329 ) Income tax benefit ( 1,344,961 ) ( 44,655,757 ) Loss before equity in earnings of unconsolidated affiliates ( 5,952,048 ) ( 196,566,572 ) Equity in earnings of unconsolidated affiliates, net of tax 64,790 16,831 Net loss ( 5,887,258 ) ( 196,549,741 ) Other comprehensive gain (loss): Unrecognized actuarial gain (loss) on postretirement plan (net of income tax expense of $ 142,846 in 2024 and income tax benefit of $ 57,303 in 2025) 424,765 ( 172,898 ) Comprehensive loss $ ( 5,462,493 ) $ ( 196,722,639 ) Net loss per Class A and B common share: Basic and diluted $ ( 3.73 ) $ ( 109.27 ) Weighted average shares outstanding: Basic and diluted 1,579,744 1,798,760 See accompanying notes to consolidated financial statements 39 Table of Contents BEASLEY BROADCAST GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUIT Y (DEFICIT) Common Stock Retained Accumulated Total Additional Earnings Other Stockholders' Class A Class B Paid-In Treasury Stock (Accumulated Comprehensive Equity Shares Amount Shares Amount Capital Shares Amount Deficit) Income (Deficit) Balances as of January 1, 2024 869,569 $ 17,389 833,137 $ 16,662 $ 152,794,353 ( 186,872 ) $ ( 29,239,179 ) $ 25,042,926 $ 346,484 $ 148,978,635 Issuance of common stock 236,247 236 — — 2,907,968 — — — — 2,908,204 Stock-based compensation 46,550 548 — — 892,744 — — — — 893,292 Adjustment from related party acquisition — — — — 770 — — — — 770 Purchase of treasury stock — — — — — ( 7,618 ) ( 98,701 ) — — ( 98,701 ) Net loss — — — — — — — ( 5,887,258 ) — ( 5,887,258 ) Other comprehensive gain — — — — — — — — 424,765 424,765 Balances as of December 31, 2024 1,152,366 18,173 833,137 16,662 156,595,835 ( 194,490 ) ( 29,337,880 ) 19,155,668 771,249 147,219,707 Stock-based compensation 19,828 20 — — 202,782 — — — — 202,802 Adjustment from related party acquisition — — — — ( 770 ) — — — — ( 770 ) Purchase of treasury stock — — — — — ( 5,561 ) ( 29,531 ) — — ( 29,531 ) Net loss — — — — — — — ( 196,549,741 ) — ( 196,549,741 ) Other comprehensive loss — — — — — — — — ( 172,898 ) ( 172,898 ) Balances as of December 31, 2025 1,172,194 $ 18,193 833,137 $ 16,662 $ 156,797,847 ( 200,051 ) $ ( 29,367,411 ) $ ( 177,394,073 ) $ 598,351 $ ( 49,330,431 ) See accompanying notes to consolidated financial statements 40 Table of Contents BEASLEY BROADCAST GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended Year Ended December 31, December 31, 2024 2025 Cash flows from operating activities: Net loss $ ( 5,887,258 ) $ ( 196,549,741 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 893,292 202,802 Provision for credit losses 899,669 2,709,123 Depreciation and amortization 7,236,060 6,331,852 FCC licenses impairment losses — 224,815,149 FCC licenses termination losses 630,086 356,162 Goodwill impairment losses 922,000 — Gain on dispositions ( 799,377 ) ( 2,116,709 ) Gain on sale of investment ( 6,026,776 ) — Amortization of premium and debt issuance costs ( 704,298 ) ( 7,535,364 ) Gain on repurchases of long-term debt — ( 525,000 ) Deferred income taxes ( 8,464,890 ) ( 44,655,757 ) Equity in earnings of unconsolidated affiliates ( 64,790 ) ( 16,831 ) Change in operating assets and liabilities: Accounts receivable 972,582 3,374,161 Prepaid expenses 1,198,825 ( 220,086 ) Other assets 361,407 ( 1,424,775 ) Accounts payable 6,738,749 4,794,884 Other liabilities ( 2,530,716 ) 1,023,045 Other operating activities 913,650 968,190 Net cash used in operating activities ( 3,711,785 ) ( 8,468,895 ) Cash flows from investing activities: Capital expenditures ( 3,013,668 ) ( 4,835,724 ) Proceeds from dispositions 1,308,968 10,473,213 Proceeds from sale of investment 6,026,776 — Net cash provided by investing activities 4,322,076 5,637,489 Cash flows from financing activities: Issuance of debt, net of issuance costs 29,999,000 — Repurchases of long-term debt ( 42,500,000 ) ( 975,000 ) Payment of debt issuance expenses ( 1,671,791 ) — Issuance of common stock 700,000 — Purchase of treasury stock ( 98,701 ) ( 29,531 ) Net cash used in financing activities ( 13,571,492 ) ( 1,004,531 ) Net decrease in cash and cash equivalents ( 12,961,201 ) ( 3,835,937 ) Cash and cash equivalents at beginning of period 26,733,921 13,772,720 Cash and cash equivalents at end of period $ 13,772,720 $ 9,936,783 Cash paid for interest $ 27,246,716 $ 16,955,280 Cash paid for income taxes $ 2,911,875 $ 3,870,086 See accompanying notes to consolidated financial statements 41 Table of Contents BEASLEY BROADCAST GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Nature of Business Beasley Broadcast Group, Inc. (the “Company” or “BBGI”) is a multi-platform media company, operating two reportable business segments, whose primary business is operating radio stations throughout the United States. The Company offers local and national advertisers integrated marketing solutions across audio, digital and event platforms. The Company owns and operates stations in the following markets: 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 Principles of Consolidation The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly owned subsidiaries, including OutlawsXP, Inc. All significant inter-company transactions and balances have been eliminated. Use of Estimates Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Such estimates include: (i) the amount of allowance for credit losses; (ii) future cash flows used for testing recoverability of property and equipment; (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. Cash and Cash Equivalents All short-term investments with an original maturity of three months or less are considered to be cash equivalents. Accounts Receivable Accounts receivable consist primarily of uncollected amounts due from advertisers for the sale of advertising airtime. The amounts are net of advertising agency commissions and an allowance for credit losses. The allowance for credit losses reflects management’s estimate of expected losses in accounts receivable from local advertisers and national agencies. Management determines the allowance based on historical information, relative improvements or deteriorations in the age of the accounts receivable and changes in current economic conditions and reasonable and supportable forecasts of future economic conditions. Interest is not accrued on accounts receivable. The changes in allowance for credit losses on accounts receivable are as follows: Year Ended December 31, 2024 2025 Beginning balance $ 1,752,058 $ 1,698,285 Provision for credit losses 899,669 2,709,123 Deductions ( 953,442 ) ( 2,010,515 ) Ending balance $ 1,698,285 $ 2,396,893 Property and Equipment 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 42 Table of Contents 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. FCC Licenses FCC licenses, including translator licenses, are generally granted for renewable terms of eight years . Renewal costs are generally minor and expensed as incurred. Licenses are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the Company’s licenses might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that its licenses are impaired. If the Company determines it is more likely than not that its licenses are impaired, then the Company is required to perform the quantitative impairment test. The quantitative impairment test compares the fair value of the Company’s licenses with their carrying amounts. If the carrying amounts of the licenses exceed their fair value, an impairment loss is recognized in an amount equal to that excess. For the purpose of testing its licenses for impairment, the Company combines its licenses into reporting units based on its market clusters. 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. Other Intangibles Other intangibles include advertiser relationships with finite lives that are amortized over their respective estimated useful lives. 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. 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 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 . Investments Other assets include an investment in Quu, Inc. (“Quu”). The Company is considered to have the ability to exercise significant influence over the operating and financial policies of Quu. Therefore, the investment in Quu is accounted for using the equity method. The Company will recognize its share of the earnings of Quu in the periods for which it is reported. Any loss in value of the investment that is other than a temporary decline will be recognized. Other assets also include a noncontrolling interest in AUDIOis, which does not have a readily determinable fair value, and therefore, is recorded at cost less impairment. The Company evaluates the investments on a quarterly basis to identify impairment. 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 w as $ 1.9 mil lion as of both December 31, 2024 and 2025 . Debt Issuance Costs and Debt Premiums or Discount Debt issuance costs and debt premiums or discounts are capitalized and amortized over the life of the related debt as interest expense on a straight-line basis, which approximates the effective interest method. Unamortized debt issuance costs and debt premiums or discounts are reported as a direct deduction from or increase to the carrying amount of the related debt. Leases The Company determines whether a contract is or contains a lease at inception. The term for each lease agreement begins on the commencement date and includes the noncancelable period specified in the agreement together with: (1) the periods covered by options to extend the lease if the Company is reasonably certain to exercise that option, (2) the periods covered by an option to terminate if the Company is reasonably certain not to exercise that option and (3) the period covered by an option to extend (or not terminate) if controlled by the lessor. The lease liabilities and the related right-of use assets are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s incremental borrowing rate (“IBR”). IBR is defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Supplemental Employee Retirement Plan The costs and liabilities of the SERP are determined using actuarial valuations. 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 43 Table of Contents 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. The SERP is frozen so future employment does not change the benefit amounts. Actual results will differ from results which are estimated based on assumptions. Treasury Stock Treasury stock is accounted for using the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized in earnings over the period during which an employee is required to provide service. No compensation cost is recognized for equity instruments for which employees do not render the requisite services. Income Taxes The Company recorded income taxes under the liability method. Deferred tax assets and liabilities are recognized for all temporary differences between tax and financial reporting bases of the Company’s assets and liabilities using enacted tax rates applicable to the periods in which the differences are expected to affect taxable income. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting equity that, under accounting principles generally accepted in the United States of America, are excluded from net loss, including unrecognized net actuarial gains and losses related to the SERP. Loss per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders of the Company by the weighted average number of common shares outstanding for the period. 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 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 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 . Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels. The three levels of the fair value hierarchy are defined as follows: Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, as of the reporting date. 44 Table of Contents Level 3 – Unobservable inputs for the asset or liability that reflect management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability as of the reporting date. Sports Programming Costs Sports programming rights for a specified season are amortized on a straight-line basis over the season. Other payments are expensed when the additional contract elements, such as post-season games, are broadcast. Segments The Company currently operates two operating and reportable segments (Audio and Digital). The identification of segments is consistent with how the segments report to and are managed by the Company’s Chief Executive Officer (the Company’s Chief Operating Decision Maker). Operating results are reported to the Chief Operating Decision Maker on a statement of operations, which includes net revenue, operating expenses, impairment losses, gains and losses on dispositions and depreciation and amortization. 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 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 45 Table of Contents 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; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas producing activities (or other amounts of depletion expense) included in each relevant expense caption, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, entities will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of reviewing the new guidance. In December 2023, the FASB issued guidance which requires additional disclosures primarily related to the Company's income tax rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. 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 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 $ 1,017,749 Operating lease right-of-use assets 1,214,184 FCC licenses 5,191,700 7,423,633 Operating lease liabilities ( 1,689,352 ) $ 5,734,281 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 Property and equipment is comprised of the following: December 31, Estimated useful lives 2024 2025 (years) Land $ 13,110,390 $ 12,074,390 — Buildings and improvements 37,353,496 34,577,369 15 - 30 Broadcast equipment 36,077,763 33,560,557 5 - 15 Transportation equipment 1,996,366 2,142,391 5 Office equipment 10,067,711 11,287,765 5 - 10 Construction in progress 995,744 2,615,848 — 99,601,470 96,258,320 Less accumulated depreciation and amortization ( 52,600,492 ) ( 53,156,999 ) $ 47,000,978 $ 43,101,321 46 Table of Contents 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 $ 7.0 million an d $ 6.1 mil lion for the years ended December 31, 2024 and 2025 , respectively. (5) FCC Licenses Changes in the carrying amount of FCC licenses for the years ended December 31, 2024 and 2025 are as follows: Balance as of January 1, 2024 $ 393,006,900 License terminations ( 747,069 ) Balance as of December 31, 2024 392,259,831 Dispositions (see Note 3) ( 7,185,620 ) Assets held for sale reclassification (see Note 3) ( 5,191,700 ) License terminations ( 356,162 ) Impairment losses ( 224,815,149 ) Balance as of December 31, 2025 $ 154,711,200 FCC licenses are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the FCC licenses might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that its FCC licenses are impaired. If the Company determines it is more likely than not that its FCC licenses are impaired, then the Company is required to perform the quantitative impairment test. The quantitative impairment test compares the fair value of the FCC licenses with the carrying amounts of such licenses. If the carrying amounts of the FCC licenses exceed the fair value, an impairment loss is recognized in an amount equal to that excess. For the purpose of testing FCC licenses for impairment, the Company combines its licenses into reporting units based on its market clusters. The FCC license valuations are Level 3 non-recurring fair value measurements. 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 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: Revenue growth rates ( 9.0 )% - 3.5 % Market revenue shares at maturity 15.2 % - 45.8 % Operating cash flow margins at maturity 12.0 % - 23.3 % Discount rate 12.0 % 47 Table of Contents 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. 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 in each of its reporting units. 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: Revenue growth rates ( 10.7 )% - 6.1 % Market revenue shares at maturity 0.4 % - 45.4 % Operating cash flow margins at maturity 19.7 % - 28.6 % Discount rate 9.0 % 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 Other intangibles as of December 31, 2025 are comprised of the following: Asset Accumulated amortization Net asset Amortization period (years) Advertiser relationships $ 1,464,000 $ ( 987,099 ) $ 476,901 11 Brands with indefinite lives 936,000 — 936,000 $ 2,400,000 $ ( 987,099 ) $ 1,412,901 Other intangibles as of December 31, 2024 are comprised of the following: Asset Accumulated amortization Net asset Amortization period (years) Advertiser relationships $ 2,029,000 $ ( 1,091,389 ) $ 937,611 6 - 11 Brands with indefinite lives 1,115,663 — 1,115,663 Other intangibles with indefinite lives 28,824 — 28,824 $ 3,173,487 $ ( 1,091,389 ) $ 2,082,098 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 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 four years is as follows: 2026 $ 133,092 2027 133,092 2028 133,092 2029 77,625 Total $ 476,901 (7) Proceeds from BMI Sale 48 Table of Contents On March 8, 2024, the Company received $ 6.0 million related to the sale of an investment in Broadcast Music, Inc. (“BMI”) and 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 Other current liabilities are comprised of the following: December 31, 2024 2025 Accrued interest $ 4,791,442 $ 8,605,326 Accrued payroll expenses 4,119,979 4,954,758 Deferred revenue 3,794,481 3,451,922 Accrued music fees — 2,693,196 Accrued digital expenses 1,802,318 1,515,279 Accrued income taxes 3,587,059 18,060 Other accrued expenses 5,165,217 3,391,746 $ 23,260,496 $ 24,630,287 (9) Long-Term Debt Long-term debt is comprised of the following: December 31, December 31, 2024 2025 Current portion of long-term debt: 8.625 % secured notes due February 1, 2026 $ — $ 2,795,000 Long-term debt: 8.625 % secured notes due February 1, 2026 4,295,000 — 11.000 % senior secured first lien notes due August 1, 2028 30,899,000 30,899,000 9.200 % senior secured second lien notes due August 1, 2028 184,922,000 184,922,000 Unamortized premium 27,001,717 19,466,353 $ 247,117,717 $ 235,287,353 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 . 49 Table of Contents 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; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries. 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. (10) Leases The Company leases office space, towers and office equipment. Discount rates are based on the Company’s incremental borrowing rate due to the rate implicit in the leases being not readily determinable. The Company used the current borrowing rate on its credit facility, adjusted for the effects of collateralization, to determine the various rates it would pay to finance similar transactions over similar time periods. The following table summarizes lease information: Year ended December 31, 2024 2025 Lease cost Operating lease cost $ 11,452,668 $ 11,250,941 Short-term lease cost 20,760 — Total lease cost $ 11,473,428 $ 11,250,941 Other information Operating cash flows from operating leases $ 12,015,198 $ 12,027,376 Right-of-use assets obtained in exchange for new operating lease liabilities 6,685,102 3,982,997 50 Table of Contents December 31, 2025 Weighted-average remaining lease term – operating leases 6.3 Weighted-average discount rate – operating leases 9.3 % As of December 31, 2025, future minimum payments for operating leases for the next five years and thereafter are summarized as follows: 2026 $ 11,736,001 2027 10,129,167 2028 8,640,392 2029 7,329,624 2030 5,205,295 Thereafter 15,044,028 Total lease payments 58,084,507 Less imputed interest ( 25,476,362 ) Present value of operating lease liabilities 32,608,145 Operating lease liabilities - current ( 6,972,790 ) Operating lease liabilities - long-term $ 25,635,355 (11) Employee Benefit Plans Defined Contribution Plan The Company has a defined contribution plan that conforms to Section 401(k) of the Internal Revenue Code. 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 $ 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 $ 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: Year ended December 31, 2024 2025 Change in Projected Benefit Obligation Benefit obligation at beginning of year $ 8,006,835 $ 7,311,259 Interest cost 355,194 375,780 Actuarial (gain) loss ( 567,611 ) 168,352 Benefits paid ( 483,159 ) ( 506,208 ) Benefit obligation at end of year $ 7,311,259 $ 7,349,183 Change in Plan Assets Fair value of plan assets at beginning of year $ — $ — Employer contribution 483,159 506,208 Benefits paid ( 483,159 ) ( 506,208 ) Fair value of plan assets at end of year $ — $ — Funded status $ ( 7,311,259 ) $ ( 7,349,183 ) Unrecognized net actuarial loss ( 1,031,774 ) ( 801,573 ) Cumulative employer contributions in excess of the net periodic pension cost $ ( 8,343,033 ) $ ( 8,150,756 ) 51 Table of Contents Amounts Recognized in the Statement of Financial Position Current liabilities $ ( 603,693 ) $ ( 615,005 ) Noncurrent liabilities ( 6,707,566 ) ( 6,734,178 ) Net amount recognized $ ( 7,311,259 ) $ ( 7,349,183 ) Amounts Recognized in Accumulated Other Comprehensive Income Net actuarial (gain) loss $ ( 1,031,774 ) $ ( 801,573 ) Total (before tax effects) $ ( 1,031,774 ) $ ( 801,573 ) Information for Pension Plans about Benefit Obligation and Plan Assets Projected benefit obligation $ 7,311,259 $ 7,349,183 Accumulated benefit obligation $ 7,311,259 $ 7,349,183 Weighted-Average Assumptions for Disclosure Discount rate 5.35 % 5.10 % Mortality table Pri-2012 WC Pri-2012 WC Mortality improvement scale MP-2021 MP-2021 Net Periodic Benefit Cost Interest cost $ 355,194 $ 375,780 Recognized net actuarial (gain) loss — ( 61,849 ) Net periodic benefit cost $ 355,194 $ 313,931 Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income Net actuarial (gain) loss $ ( 567,611 ) $ 168,352 Recognized net actuarial (gain) loss — 61,849 Total recognized in other comprehensive income (before tax effects) $ ( 567,611 ) $ 230,201 Total recognized in net cost and other comprehensive income (before tax effects) $ ( 212,417 ) $ 544,132 Amounts Expected to be Recognized in Net Periodic Cost in the Coming Year (Gain) loss recognition $ ( 65,932 ) $ ( 16,581 ) Prior service cost recognition $ — $ — Net initial obligation (asset) recognition $ — $ — Weighted-average assumptions used to determine Net Periodic Benefit Cost Discount rate 4.70 % 5.35 % Corridor 10.00 % 10.00 % Average future working lifetime 5.06 4.52 Mortality table Pri-2012 WC Pri-2012 WC Mortality improvement scale MP-2021 MP-2021 Estimated Future Benefit Payments 2026 $ 615,005 2027 $ 608,931 2028 $ 610,848 2029 $ 609,282 2030 $ 607,898 2031-2035 $ 2,847,701 Contributions Estimated contributions for 2026 $ 615,005 52 Table of Contents (12) Stockholders’ Equity The Company has two classes of common stock: Class A common stock and Class B common stock. 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 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 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. In addition, the Indenture governing the Notes limits the ability of the Company to pay dividends. (13) Revenue Revenue is comprised of the following: Year ended December 31, 2024 2025 Audio $ 193,561,279 $ 156,467,315 Digital 46,730,332 49,472,312 $ 240,291,611 $ 205,939,627 The Company recognizes revenue when it satisfies a performance obligation under a contract with an advertiser. The transaction price is allocated to performance obligations based on executed contracts which represent relative standalone selling prices. Payment is generally due within 30 days, although certain advertisers are required to pay in advance. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. The Company has elected to use the practical expedient to expense sales commissions as incurred. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the balance sheet. Substantially all deferred revenue is recognized within 12 months of the payment date. December 31, December 31, 2024 2025 Deferred revenue $ 3,794,481 $ 3,451,922 Audio revenue includes revenue from the sale or trade of aired commercial spots to advertisers directly or through national, regional or local advertising agencies. Each commercial spot is considered a performance obligation. Revenue is recognized when the commercial spots have aired. Trade sales are recorded at the estimated fair value of the goods or services received. If commercial spots are aired before the goods or services are received, then a trade sales receivable is recorded. If goods or services are received before the commercial spots are aired, then a trade sales payable is recorded. Other revenue includes revenue from concerts, promotional events, talent fees and other miscellaneous items. Such revenue is generally recognized when the concert, promotional event, or talent services are completed. December 31, December 31, 2024 2025 Trade sales receivable $ 1,001,270 $ 804,417 Trade sales payable 479,613 366,857 Year ended December 31, 2024 2025 Trade sales revenue $ 5,711,675 $ 6,095,988 Digital revenue includes revenue from the sale of streamed commercial spots, station-owned assets and third-party products. Each streamed commercial spot, station-owned asset and third-party product is considered a performance obligation. Revenue is recognized when the commercial spots have streamed. Station-owned assets are generally scheduled over a period of time and revenue is recognized over time as the digital items are used for advertising content, except for streamed commercial spots. Third-party products 53 Table of Contents are generally scheduled over a period of time with an impression target each month. Revenue from the sale of third-party products is recognized over time as the digital items are used for advertising content and impression targets are met each month. The Company assesses each digital order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for digital revenue. (14) Stock-Based Compensation On June 25, 2025, the Company's stockholders approved the adoption of the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (the “2025 Plan”). The 2025 Plan, among other things, permits the Company to issue up to 300,000 shares of Class A common stock in the form of equity-based awards, including restricted stock units, shares of restricted stock and stock options, to employees, consultants and non-employee directors. The restricted stock units that will be granted under the 2025 Plan will generally vest over one 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: Units Weighted-Average Grant-Date Fair Value Unvested as of June 25, 2025 — $ — Granted 46,250 4.05 Unvested as of December 31, 2025 46,250 $ 4.05 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: Units Weighted-Average Grant-Date Fair Value Unvested as of January 1, 2024 38,669 $ 30.80 Granted 92,625 12.14 Vested ( 46,551 ) 19.75 Forfeited ( 8,526 ) 20.42 Unvested as of December 31, 2024 76,217 15.00 Granted 5,313 9.41 Vested ( 19,829 ) 23.50 Forfeited ( 28,300 ) 9.65 Unvested as of December 31, 2025 33,401 $ 13.14 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 for the year ended December 31, 2025 is as follows: 54 Table of Contents Current: Federal $ — State — Foreign — — Deferred: Federal ( 34,589,736 ) State ( 8,428,170 ) Foreign — Benefits of operating loss carryforwards ( 1,637,851 ) ( 44,655,757 ) $ ( 44,655,757 ) 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 Amount Pre-Tax Loss Expected tax benefit $ ( 50,656,689 ) 21 % State income taxes, net of federal benefit ( 7,258,604 ) 3 % Change in valuation allowance 12,576,428 - 5 % Non-deductible items 323,188 0 % Other 359,920 0 % $ ( 44,655,757 ) 19 % Income tax benefit for the year ended December 31, 2024 is as follows: Current: Federal $ 6,205,464 State 914,465 7,119,929 Deferred: Federal ( 6,646,568 ) State ( 1,818,322 ) ( 8,464,890 ) $ ( 1,344,961 ) 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 $ ( 1,532,372 ) State income taxes, net of federal benefit ( 310,137 ) Tax rate adjustments ( 258,484 ) Change in valuation allowance ( 296,180 ) Non-deductible items 560,477 Other 491,735 $ ( 1,344,961 ) 55 Table of Contents Temporary differences that give rise to the components of deferred tax assets and liabilities are as follows: December 31, 2024 2025 Deferred tax assets: Allowance for credit losses $ 428,820 $ 612,719 Other assets 2,316,033 1,898,118 Deferred interest 5,979,713 4,268,102 Operating lease liabilities 10,123,133 8,695,410 Other long-term liabilities 1,846,108 1,863,231 Stock-based compensation 100,499 34,168 Interest expense limitation 16,373,283 20,211,886 Net operating losses 253,754 1,880,780 Subtotal 37,421,343 39,464,414 Valuation allowance — ( 15,798,830 ) Total 37,421,343 23,665,584 Deferred tax liabilities: Prepaid expenses ( 183,912 ) ( 195,288 ) Property and equipment ( 4,320,397 ) ( 4,046,450 ) Operating lease right-of-use assets ( 9,264,058 ) ( 7,905,364 ) Intangibles ( 87,400,913 ) ( 30,559,893 ) Total ( 101,169,280 ) ( 42,706,995 ) Net deferred tax liabilities $ ( 63,747,937 ) $ ( 19,041,411 ) Income taxes paid for the year ended December 31, 2025 are as follows: Federal taxes $ 2,539,925 State and local taxes: Florida 235,000 Georgia 6,826 Massachusetts 680,200 Michigan 160,000 New Jersey 65,254 North Carolina 49,500 Pennsylvania 120,333 Other 13,048 $ 3,870,086 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. 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. 56 Table of Contents 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. 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. 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. These returns remain subject to examination by taxing authorities for all years after 2021. (16) Loss Per Share Net loss per share calculation information is as follows: Year ended December 31, 2024 2025 Net loss $ ( 5,887,258 ) $ ( 196,549,741 ) Weighted-average shares outstanding: Basic 1,579,744 1,798,760 Effect of dilutive restricted stock units — — Diluted 1,579,744 1,798,760 Net loss per Class A and Class B common share – basic and diluted $ ( 3.73 ) $ ( 109.27 ) (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 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 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 $ 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. Beasley Broadcasting Management, LLC The Company leases its principal executive offices in Naples, FL from Beasley Broadcasting Management, 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 December 31, 2031 . 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 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 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. 57 Table of Contents Beasley Family Towers, LLC The Company leases office space for its stations in Fayetteville, NC from BFT. The lease agreement expires on August 31, 2030 . 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 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. The Company sold the remaining transmitter equipment to Beasley Family Towers, LLC for $ 0.1 million. GGB Augusta, LLC The Company leases land for its stations in Augusta, GA from GGB Augusta, 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 October 31, 2028 . 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 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 leases a tower for one station in Augusta, GA from Wintersrun. 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. Quu, Inc. 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 $ 0.5 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 maturity in March 2026 . Interactive Life, Inc. is controlled by Mr. Joseph Harb. The Company currently holds an investment in Quu, a company that is controlled by Mr. Harb. Repayment of the loan to Interactive Life, Inc. is guaranteed by Mr. Harb with 3,333,334 shares of Class A common stock of Quu, Inc. (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 58 Table of Contents 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. As of December 31, 2025, future minimum payments for the next five years and thereafter are summarized as follows: 2026 $ 22,850,000 2027 23,250,000 2028 7,287,500 2029 7,525,000 2030 7,525,000 Thereafter 22,200,000 Total $ 90,637,500 In the normal course of business, the Company is party to various legal matters. The ultimate disposition of these matters will not, in management’s judgment, have a material adverse effect on the Company’s financial position. (19) Financial Instruments The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximates fair value due to the short-term nature of these financial instruments. The estimated fair value of the Company’s Notes, based on available market information, was $ 136.5 million a nd $ 100.2 m illion as of December 31, 2024 and 2025 , respectively. The Company used Level 2 measurements under the fair value measurement hierarchy to determine the estimated fair value of the Notes. (20) Segment Information The Company currently operates two operating and reportable segments (Audio and Digital). The identification of segments is consistent with how the segments report to and are managed by the Company’s Chief Executive Officer (the Company’s Chief Operating Decision Maker). The Audio segment generates revenue primarily from the sale of commercial advertising to customers of the Company’s stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, 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. Non-operating corporate items, including interest expense and income taxes, are reported in the accompanying consolidated statements of comprehensive loss. Reportable segment information for the year ended December 31, 2025 is as follows: Audio Digital Corporate Total Net revenue $ 156,467,315 $ 49,472,312 $ — $ 205,939,627 Operating expenses 148,954,220 37,661,036 — 186,615,256 Corporate expenses — — 14,364,287 14,364,287 Depreciation and amortization 5,736,078 77,395 518,379 6,331,852 FCC licenses impairment losses 224,815,149 — — 224,815,149 Other operating expenses 3,487,147 — — 3,487,147 Operating income (loss) $ ( 226,525,279 ) $ 11,733,881 $ ( 14,882,666 ) $ ( 229,674,064 ) Audio Digital Corporate Total Capital expenditures $ 2,925,168 $ — $ 1,910,556 $ 4,835,724 Reportable segment information for the year ended December 31, 2024 is as follows: 59 Table of Contents Audio Digital Corporate Total Net revenue $ 193,561,279 $ 46,730,332 $ — $ 240,291,611 Operating expenses 160,575,045 41,193,712 — 201,768,757 Corporate expenses — — 17,272,696 17,272,696 Depreciation and amortization 6,379,197 173,164 683,699 7,236,060 Goodwill impairment losses — 922,000 — 922,000 Operating income (loss) $ 26,607,037 $ 4,441,456 $ ( 17,956,395 ) $ 13,092,098 Audio Digital Corporate Total Capital expenditures $ 2,463,014 $ — $ 550,654 $ 3,013,668 Reportable segment information as of December 31, 2025 is as follows: Audio Digital Corporate Total Property and equipment, net $ 38,894,643 $ — $ 4,206,678 $ 43,101,321 FCC licenses 154,711,200 — — 154,711,200 Other intangibles, net 1,412,901 — — 1,412,901 Net assets held for sale 5,734,281 — — 5,734,281 Reportable segment information as of December 31, 2024 is as follows: Audio Digital Corporate Total Property and equipment, net $ 44,089,751 $ 63,220 $ 2,848,007 $ 47,000,978 FCC licenses 392,259,831 — — 392,259,831 Other intangibles, net 1,574,817 327,618 179,663 2,082,098 (21) Reverse Stock Split On September 23, 2024, the Company effected the Reverse Stock Split. As a result of the Reverse Stock Split, every 20 shares of the Company’s Class A Common Stock issued and outstanding were automatically converted into one share of Class A Common Stock, and every 20 shares of the Company’s Class B Common Stock issued and outstanding were automatically converted into one share of Class B Common Stock. No fractional shares of Class A Common Stock or Class B Common Stock were issued in connection with the Reverse Stock Split. 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. (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 60 Table of Contents 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. The ABL 61 Table of Contents 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 %. Disposition 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. 62 Table of Contents BEASLEY BROADCAST GROUP, INC. CONSOLIDATED FINANCIAL STATEMENT SCHEDULE VALUATION AND QUALIFYING ACCOUNTS Years ended December 31, 2024 and 2025 Description Balance at Beginning of Period Charged to Costs and Expenses Deductions Balance at End of Period Year ended December 31, 2024: Valuation allowance for deferred tax assets 296,180 — 296,180 — Year ended December 31, 2025: Valuation allowance for deferred tax assets — 15,798,830 — 15,798,830 63 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.