8-K

BEASLEY BROADCAST GROUP, INC.

Date: November 13, 2025

/s/ Chris Ornelas

Chris Ornelas

General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 12, 2025

BEASLEY BROADCAST GROUP, INC.

(Exact name of registrant as specified in its charter)


DELAWARE	000-29253	65-0960915
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3033 Riviera Drive, Suite 200, Naples, Florida 34103

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (239) 263-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	BBGI	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry Into a Material Definitive Agreement.

On November 12, 2025, Beasley Mezzanine Holdings, LLC (the “Issuer”), a direct, wholly owned subsidiary of Beasley Broadcast Group, Inc. (the “Company”), entered into supplemental indentures (the “Supplemental Indentures”) to the indentures governing each of its 9.200% Senior Secured Second Lien Notes due 2028 (the “Exchange Notes”) and 11.000% Senior Secured First Lien Notes due 2028 (the “New Notes” and, together with the Exchange Notes, the “Notes”).

Pursuant to the Supplemental Indentures, the springing maturity date on which the outstanding principal amount of, and all accrued and unpaid interest with respect to, all Notes will become payable to the extent that any of the Issuer’s existing 8.625% Senior Secured Notes due 2026 remain outstanding, has been extended to January 31, 2026. Further, the Supplemental Indentures contain a number of amendments related to past and future asset sales and certain flexibility to incur debt in the future. The Supplemental Indenture with respect to the New Notes provides additional default conditions related to the Issuer’s ability to comply with certain agreements entered into between the Issuer and the holders of a majority of the New Notes. The Supplemental Indenture with respect to the Exchange Notes increases the Issuer’s capacity to incur a receivables facility, with a corresponding increase in the value of assets permitted to be pledged in favor thereof, to the extent that the proceeds therefrom are used to repay the New Notes. The foregoing description of the Notes and the Supplemental Indentures is not complete and is qualified in its entirety by reference to the full text of the Supplemental Indentures, copies of which are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

99.1		Exchange Notes Supplemental Indenture, dated as of November 12, 2025.

99.2		New Notes Supplemental Indenture, dated as of November 12, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by Beasley Broadcast Group Inc.