BBGI 10-K/A
Beasley Broadcast Group Inc (BBGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to _______________________
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices and Zip Code)
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(Registrant’s telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol |
Name of Each Exchange on which Registered |
Class A |
Securities Registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
As of June 30, 2025, the aggregate market value of the Class A Common Stock held by non-affiliates of the registrant was $
Class A Common Stock, $.001 par value,
Class B Common Stock, $.001 par value,
This Amendment No. 1 (the “Amendment”) on Form 10-K/A amends the Annual Report on Form 10-K for the year ended December 31, 2025 of Beasley Broadcast Group, Inc. (the “Company,” “Beasley,” “we,” “our” or “us”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2026 (the “Form 10-K”), to provide the information required by Part III that was intended to be incorporated by reference from the Company’s definitive proxy statement related to its 2026 annual meeting of stockholders. This Amendment is required because such proxy statement will not be filed within the required time period for incorporation by reference.
Accordingly, Part III of the Form 10-K is hereby amended and restated as set forth in this Amendment. The reference on the cover page of the Form 10-K to the incorporation by reference of portions of the proxy statement is hereby deleted and the name of the stock exchange on the cover page has been updated. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with this Amendment, the Company’s Chief Executive Officer (the principal executive officer and principal financial officer) has reissued applicable portions of her certification required under Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). This Amendment does not include certifications under Section 906 of Sarbanes-Oxley because no financial statements are being filed with this Amendment. Accordingly, Part IV, Item 15 of this Amendment reflects the filing herewith of Exhibit 31.2.
With the exception of the foregoing, no other information in the Form 10-K has been supplemented, updated or amended. This Amendment is not intended to amend or otherwise update other information in the Form 10-K. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events, results or developments that have occurred or facts that have become known to us after the date of the Form 10-K, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment should be read in conjunction with the Form 10-K and with our filings made with the SEC subsequent to the filing of the Form 10-K.
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TABLE OF CONTENTS
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Item 10. |
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4 |
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Item 11. |
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7 |
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Item 12. |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
12 |
Item 13. |
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Certain Relationships and Related Transactions, and Director Independence. |
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Item 14. |
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Item 15. |
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21 |
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3
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Below is a brief description of each member of the Board of Directors (“Board”) of the Company, including their principal occupation and relevant background as of the date of this Amendment.
DIRECTORS
Michael J. Fiorile, age 71, was appointed to the Board on January 23, 2018. He has served as Chairman of The Dispatch Printing Company, a privately owned, regional broadcast media and real estate company, from July 2016 until December 2020. Prior to his retirement in November of 2019 from his role as the Chief Executive Officer of The Dispatch Printing Company, Mr. Fiorile served as the company’s Vice Chairman and Chief Executive Officer from September 2015 until July 2016; as its President and Chief Executive Officer from January 2013 until September 2015; as its President and COO from January 2008 until January 2013; and as its President from January 2005 until January 2008. He also served as Chairman and Chief Executive Officer of Dispatch Broadcast Group, which includes television and radio stations, from July 2016 until December 2019 and previously held several executive positions within Dispatch Broadcast Group since 1994. Mr. Fiorile was a director of State Auto Mutual Insurance Companies from 2003 until March 2020 and a director of State Auto Financial Corporation from 2015 until March 2022, where he served as Chair of the Nominating and Governance Committee and Chair of the Risk Committee, until these companies were sold in a transaction that closed in March of 2022. Mr. Fiorile served on the Board of Directors of Broadcast Music, Inc. (“BMI”) until February of 2024, including serving as the Chairman of its Board and on its Executive, Finance and Budget and Compensation Committees and as the Chairperson of the Audit Committee. He also previously served as Chairperson of the Audit Committee for the National Association of Broadcasters (“NAB”). Mr. Fiorile’s qualifications for election to the Board include his extensive knowledge of the media industry and significant executive management experience gained through his service as senior executive and chief executive officer of media companies.
Gordon H. Smith, age 73, was appointed to the Board on May 25, 2022. He served as the president and Chief Executive Officer of the NAB from November 2009 until his transition to special advisor at the end of 2021. Prior to joining NAB, he served as a two-term U.S. Senator from Oregon from 1997 until 2009, and later as senior advisor in the Washington office of Covington & Burling, LLP. During his tenure at NAB, the association played a pivotal role on a number of significant issues affecting broadcasters, including the preservation and modernization of the music licensing and copyright system and reviews of media ownership rules. As a U.S. Senator, Mr. Smith’s committee assignments included the Senate’s Commerce, Science and Transportation Committee, the panel that oversees all broadcast related legislation. He also served on the Senate’s Energy and Natural Resources Committee, Finance Committee and Foreign Relations Committee. Mr. Smith’s role on the Commerce Committee and as Chairman of a Senate High Tech Task Force helped foster his interest in new media and technology issues. Mr. Smith has served as a director for Host Hotels and Resorts, Inc. since 2009, and presently serves as Independent Lead Director and Chairman of the Nominating, Governance and Corporate Responsibility Committee. Mr. Smith attended college at Brigham Young University, received a Juris Doctorate degree from Southwestern University School of Law in Los Angeles, and practiced law in New Mexico and Arizona. Mr. Smith’s qualifications for election to the Board include his regulatory and legislative experience and knowledge in the broadcast and media industry.
Caroline Beasley, age 63, was appointed Chief Executive Officer of the Company on January 1, 2017, previously serving as interim Chief Executive Officer from March 18, 2016, until December 31, 2016, and as Executive Vice President, Chief Financial Officer, Treasurer and Secretary beginning in 1994. She has served as the Principal Financial Officer of the Company since October 17, 2025. Ms. Beasley joined the Company in 1983, having held a position as a Director of the Company since that time. Over her tenure prior to 1994, she served in various positions. Ms. Beasley was elected to the BMI Board of Directors in 2014 and served as the Chairperson from October of 2020 until February of 2024. In addition, she previously served on the Executive Committee and Radio Executive Committee of the Board of Directors of the NAB. Ms. Beasley is a past Joint Board Chairman of the NAB Board of Directors. Ms. Beasley has also served on the Board of Directors of the Broadcasters Foundation of America since 2016. In 2017, Ms. Beasley was honored by Radio Ink magazine as Radio Executive of the Year. Ms. Beasley has been named one of the “40 Most Powerful People in Radio” in 2011, 2012, 2016, 2017, 2018, 2021, 2022, 2023, 2024 and 2025, and was named “Radio Executive of the Year” in 2019. She was awarded the NAB National Radio Award in 2022. She was inducted into the Broadcasting and Cable Hall of Fame in 2023 and recognized as a Giant of Broadcasting by the Library of American Broadcasting Foundation that same year. She serves on the NAB Leadership Foundation Board. She was the Chairperson of the Access to Capital Working Group at the Federal Communications Commission (“FCC”) in 2019 and 2021. Ms. Beasley has a B.S. degree from the University of North Carolina. Ms. Beasley is the daughter of the late George G. Beasley and the sister of Bruce G. Beasley and Brian E. Beasley. Ms. Beasley’s qualifications for election to the Board include her valuable financial expertise, gained through her experience in various capacities at the Company over the past 40 years. Ms. Beasley also has gained valuable insight into the radio broadcast industry through her service on the boards of the industry groups mentioned above.
4
Brian E. Beasley, age 66, was appointed the Company’s Chief Operating Officer on January 1, 2017. He previously served as Vice President of Operations from 1997 until December 2016. He has served on the Board since 1982. He brings 40 years of media experience to this position. Mr. Beasley serves on the Board of Directors of the Radio Advertising Bureau and has served on the Board of Directors of the North Carolina Association of Broadcasters. Mr. Beasley earned a B.S. degree from East Carolina University. Mr. Beasley is the son of George G. Beasley and the brother of Bruce G. Beasley and Caroline Beasley. Mr. Beasley’s qualifications for election to the Board include his valuable experience and knowledge of day-to-day operations at the Company. He has gained this experience by serving at all levels of our organization, from Account Executive to his current position as Chief Operating Officer.
Bruce G. Beasley, age 68, has served as Beasley Broadcast Group, Inc.’s President since 1997, Vice Chair since 2024, Chief Operating Officer from 2006 through 2016, Co-Chief Operating Officer from February 2001 until February 2006, and on the Board since 1980. He began his career in the broadcasting business with the Company in 1975 and since that time has served in various capacities, including General Sales Manager of a radio station, General Manager of a radio station and Vice President of Operations of the Company. Mr. Beasley serves on the Board of Directors of the Radio Advertising Bureau. Mr. Beasley has a B.S. degree from East Carolina University. Mr. Beasley is the son of George G. Beasley and the brother of Caroline Beasley and Brian E. Beasley. Mr. Beasley’s qualifications for election to the Board include his extensive knowledge of the radio broadcast industry gained through his service at all levels of employment with the Company, from station sales manager to his current position as President.
Peter A. Bordes, Jr., age 63, has served on the Board since November 2016. Mr. Bordes was one of the owners of Greater Media, Inc., where he served as a member of its Board of Directors from 2008 until October 2016. Mr. Bordes is currently CEO of Collective Audience (Nasdaq: CAUD), a digital advertising and media technology cloud infrastructure company. Mr. Bordes is a founder of Trajectory Ventures and Trajectory Capital Partners, a venture capital company investing in disruptive innovation driving global digital transformation, and has served as a Managing Partner since March 2012. Mr. Bordes served as the Chief Executive Officer of Kubient, Inc. from May 15, 2019 until October 31, 2020. From November 2018 that to June 2019, Mr. Bordes served as the Chairman and Co-Founder of MainBloq, a cloud-based modular platform for trading digital currencies and investing in digital assets. From January 2017 to June 2019, Mr. Bordes served as the Co-Founder and Director of TruVest, a sustainable affordable housing, real estate investment, development and technology company. From January 2011 to June 2019, Mr. Bordes served as Chairman and Chief Executive Officer of OneQube, Inc., a digital audience management platform. From June 2004 to August 2011, Mr. Bordes was a Co-Founder and Chief Executive Officer of MediaTrust, a real-time performance marketing advertising exchange for direct response marketing. Mr. Bordes’ current board services include New England College, Fraud.net, Hoo.be, BeeLine, Syncware, Fernhill Corp and Ocearch. Mr. Bordes holds a Bachelor of Arts from New England College. Mr. Bordes’ qualifications for election to the Board include his years of service on the Board of Directors of Greater Media, Inc., as well as his involvement in media, advertising technology and venture capital entities.
Below is a brief description of the executive officers of Beasley, including their principal occupation and relevant background as of the date of this Amendment. Each executive’s business experience is described under “Directors” above, except Mr. Ornelas whose experience is described below.
EXECUTIVE OFFICERS
Name |
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Age |
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Position |
Caroline Beasley |
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63 |
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Chair and Chief Executive Officer |
Bruce G. Beasley |
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68 |
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President and Director |
Brian E. Beasley |
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66 |
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Chief Operating Officer and Director |
Chris Ornelas |
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57 |
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General Counsel and Secretary |
5
Chris Ornelas, age 57, was appointed General Counsel of the Company on February 1, 2020. Prior to joining Beasley, Mr. Ornelas spent nearly a decade serving as Chief Operating and Strategy Officer of the NAB, where he oversaw operations of and provided strategic guidance to NAB’s advocacy teams to address diverse legal and policy issues facing broadcasters. Mr. Ornelas also served as Chief Counsel on Communications and Technology Policy in former Senator Gordon Smith’s U.S. Senate Office, where he oversaw all matters relating to communications, media, entertainment, and technology before the Senate Commerce Committee. Mr. Ornelas’s career also includes nearly a decade in the Washington office of law firm Wilkinson Barker Knauer, LLP, where he represented broadcast clients on policy, regulatory and transactional matters before the FCC. He served on the Board of Directors for the Congressional Hispanic Caucus Institute from 2017 until 2019 and the Asian Pacific American Institute for Congressional Studies from 2014 until 2019. He currently serves on the Board of Directors of the Radio Music Licensing Committee and Executive Committee of the Board of Directors of the National Association of Broadcasters in his capacity as Chairman of the Radio Board. Mr. Ornelas earned a Juris Doctorate degree from the American University Washington College of Law and a Bachelor of Arts in Rhetoric and Communications Studies from the University of Virginia.
THE BOARD AND ITS COMMITTEES
Committees of the Board
During 2025, the Board had an Audit Committee, a Compensation Committee, and a Governance Committee.
The Board currently does not have a nominating committee or a committee performing the functions of a nominating committee. The Board is not required to have a nominating committee because the Company is a controlled company as defined in The Nasdaq Stock Market (“Nasdaq”) Listing Rules and believes it is appropriate for the full Board to perform the nominating functions. Although there are no formal procedures for stockholders to nominate persons to serve as directors, the full Board will consider recommendations from stockholders in the same manner and using the same criteria as for other candidates. Candidate recommendations should be addressed to Chris Ornelas, Secretary, Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103. The Company has not adopted a formal process because it believes that the informal consideration process has been adequate to date.
The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, consists of Mr. Fiorile, Mr. Smith and Mr. Bordes, each of whom qualifies as independent under Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act. The Board has determined that Mr. Fiorile is an “audit committee financial expert” as that term is defined in the Exchange Act. The purpose and responsibilities of the Audit Committee, as set forth in its written charter, include:
The Audit Committee met four times and acted via unanimous written consent twice during 2025. The current charter of the Audit Committee is available on the Company’s website at www.bbgi.com/corporate-governance.
The Compensation Committee consists of Messrs. Fiorile, Smith and Bordes, each of whom qualifies as independent under Rule 5605(a)(2) of the Nasdaq Listing Rules. The Compensation Committee is responsible for establishing compensation policies for the Company’s executive officers, including the Chief Executive Officer, and reviewing the Company’s compensation plans to ensure that they meet corporate objectives. The responsibilities of the Compensation Committee also include administering and interpreting the Company’s equity incentive award plans. The Compensation Committee met one time during 2025. As a “controlled company,” the Compensation Committee is not required to, and does not, have a charter.
6
The Governance Committee consists of Messrs. Fiorile, Smith and Bordes, each of whom qualifies as independent under Rule 5605(a)(2) of the Nasdaq Listing Rules. The Governance Committee is responsible for developing and recommending to the Board corporate governance guidelines, reviewing the Company’s Code of Business Conduct and Ethics and recommending any changes to the Board, overseeing the annual self-evaluation of the Board and making recommendations to the Board regarding governance matters, including, but not limited to, the Company’s Certificate of Incorporation, Bylaws and committee charters. The Governance Committee met once during 2025. The current charter of the Governance Committee is available on the Company’s website at www.bbgi.com.
Stockholder Communication with Board Members
Although the Company has not to date developed formal processes by which stockholders may communicate directly to directors, it believes that the informal process (in which stockholder communications received by the Secretary for the Board’s attention, or summaries thereof, will be forwarded to the Board) has served the Board’s and the stockholders’ needs. In view of SEC disclosure requirements relating to this issue, the Board may consider developing more specific procedures. Until any other procedures are developed and posted on the Company’s corporate website, any communications to the Board should be sent to it in care of Chris Ornelas, Secretary, Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103.
CODE OF BUSINESS CONDUCT AND ETHICS
The Company has adopted a Code of Business Conduct and Ethics (the “Code”) applicable to all of its directors and employees, including its principal executive officer, principal financial officer and principal accounting officer, which is a “code of ethics” as defined by applicable rules of the SEC. The Code is available on the Company’s website at www.bbgi.com/corporate-governance. A copy may also be obtained upon request from the Secretary of the Company at Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103. If the Company makes any amendments to the Code other than technical, administrative, or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of the Code that applies to the Company’s principal executive officer or principal financial and accounting officer and relates to an element of the SEC’s “code of ethics” definition, the Company will disclose the nature of the amendment or waiver, its effective date and to whom it applies on its website at www.bbgi.com.
INSIDER TRADING POLICY
The Company has
ITEM 11. EXECUTIVE COMPENSATION
2025 SUMMARY COMPENSATION TABLE
The following table summarizes total compensation earned by each of our named executive officers, Caroline Beasley, Bruce G. Beasley and Brian E. Beasley, during 2024 and 2025.
Name and Principal Position |
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Year |
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Salary |
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Stock |
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Non-Equity |
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All Other |
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Total |
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Caroline Beasley |
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2025 |
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1,205,960 |
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— |
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375,000 |
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36,102 |
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(2) |
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1,617,062 |
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Chief Executive Officer |
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2024 |
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1,230,973 |
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|
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289,500 |
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|
|
283,500 |
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|
|
36,021 |
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|
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1,839,994 |
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Bruce G. Beasley |
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2025 |
|
|
350,402 |
|
|
|
— |
|
|
|
— |
|
|
|
58,577 |
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(2) |
|
|
408,979 |
|
President |
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2024 |
|
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478,326 |
|
|
|
104,500 |
|
|
|
— |
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60,278 |
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643,104 |
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Brian E. Beasley |
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2025 |
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633,890 |
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— |
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125,000 |
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69,034 |
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(2) |
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827,924 |
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Chief Operating Officer |
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2024 |
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643,002 |
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244,450 |
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100,000 |
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73,993 |
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1,061,445 |
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7
Employment Agreements
In September 2021, the Company entered into an employment agreement with Caroline Beasley, effective as of July 1, 2021, pursuant to which she serves as Chief Executive Officer. Pursuant to this agreement, Ms. Beasley receives (i) an annual base salary of $1,250,000, subject to adjustment as determined by the Board, (ii) the opportunity to earn an annual bonus award targeted at 100% of her base pay and based on performance under the Company’s performance incentive plan, (iii) payments equal to the amount payable by her for coverage under the Company’s employee benefit plans, plus an additional amount equal to the taxes payable by her as a result of such payments, and (iv) a monthly car allowance of $1,000. On August 14, 2024, the employment agreement was renewed, and the term was extended for an additional three-year period, which expires on July 1, 2027, and is subject to renewal for successive one-year periods upon mutual agreement of the Company and Ms. Beasley in writing. The Company could incur severance obligations under the terms of the employment agreement in the event that Ms. Beasley’s employment is terminated without cause or if she resigns for good reason, or upon her death or termination due to disability, as described in the section entitled “Termination or Change in Control Payments” below.
In August 2024, the Company entered into an amended and restated employment agreement with Bruce G. Beasley, effective as of August 14, 2024, pursuant to which he serves as President. Pursuant to this agreement, Bruce Beasley receives (i) an annual base salary of $400,000, subject to adjustment as determined by the Board, (ii) the opportunity to earn an annual bonus award in an amount determined by the Compensation Committee based on criteria established by the Compensation Committee, and (iii) payments equal to the amount payable by him for coverage under the Company’s employee benefit plans, premiums for Medicare supplemental insurance, plus an additional amount equal to the taxes payable by him as a result of such payments. The initial term of the employment agreement expires on July 1, 2027 and is subject to renewal for successive one-year periods upon mutual agreement of the Company and Bruce Beasley in writing. The Company could incur severance obligations under the terms of the employment agreement in the event that Bruce Beasley’s employment is terminated without cause or if he resigns for good reason, or upon his death or termination due to disability, as described in the section entitled “Termination or Change in Control Payments” below.
In September 2021, the Company entered into an employment agreement with Brian E. Beasley, effective as of July 1, 2021, pursuant to which he serves as Chief Operating Officer. Pursuant to this agreement, Brian Beasley receives (i) an annual base salary of $700,000, subject to adjustment as determined by the Board, (ii) the opportunity to earn an annual bonus award targeted at 75% of his base pay and based on performance under the Company’s performance incentive plan, (iii) payments equal to the amount payable by him for coverage under the Company’s employee benefit plans, plus an additional amount equal to the taxes payable by him as a result of such payments, and (iv) a monthly car allowance of $1,000. On August 14, 2024, the employment agreement was renewed, and the term was extended for an additional three-year period which expires on July 1, 2027, and is subject to renewal for successive one-year periods upon mutual agreement of the Company and Brian Beasley in writing. The Company could incur severance obligations under the terms of the employment agreement in the event that Brian Beasley’s employment is terminated without cause or if he resigns for good reason, or upon his death or termination due to disability, as described in the section entitled “Termination or Change in Control Payments” below.
Each of the employment agreements also contains a confidentiality provision and non-competition covenant that applies for one year following termination of employment, except that if a named executive officer is terminated by the Company other than for cause or resigns employment for good reason, then the non-competition period will end on the earliest of one year following termination of employment, the date the executive waives any right to receive severance payments under the employment agreement or the date of termination if the executive is not entitled to receive any severance payments in connection with the employment termination.
Executive Compensation
Our executive compensation program consists primarily of base salary, which is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities, and two forms of incentive compensation, annual cash bonuses and equity awards. The annual cash bonus component is typically designed to convey an immediate recognition of services performed by the recipient, while the equity component is tied to vesting requirements and is designed not only to compensate but also to motivate and retain the recipient over the vesting period.
All of our named executive officers receive an annual base salary and are eligible to receive annual cash bonuses under our Performance Incentive Plan and equity-based awards under our 2025 Equity Incentive Award Plan.
2025 Base Salaries
Our named executive officers receive a base salary to compensate them for services rendered to our Company. The base salaries of our named executive officers are reviewed from time to time and adjusted when our Board or Compensation Committee determines an adjustment is appropriate.
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2025 Cash Bonuses
Annual cash bonus awards are determined based upon our Company’s achievement against a pre-established financial performance metric and the Compensation Committee’s subjective assessment of performance. Target bonus award levels are set for each of Caroline Beasley and Brian Beasley, and awards may be earned above or below the target level based on the total performance assessment, as determined by our Compensation Committee, although no pre-set formulas are established for this purpose. Subjective performance factors that are considered from time to time include station ratings, acquisition and divestiture activity, the Company’s ability to manage extraordinary events and market conditions and the Company’s overall performance relative to other similarly situated radio companies. For 2025, the target bonus award levels for Caroline Beasley and Brian Beasley were $1,250,000, and $525,000, respectively. The amount of the cash bonus, if any, for Bruce Beasley is determined by the Compensation Committee based on criteria established by the Compensation Committee in its sole discretion.
In 2025, our Compensation Committee assessed the Company’s achievement against financial performance metrics, and generally determined on a subjective basis that performance satisfied expectations for the year. In making its subjective determination of performance, our Compensation Committee took into account our overall financial and operational performance for the year, including successfully navigating through the operating challenges presented by the continued slow recovery of the US economy after the COVID-19 pandemic as well as efforts to restructure the Company’s debt. Despite the extraordinary efforts from our named executive officers throughout 2025, our named executive officers were awarded below target annual bonuses for the year. The actual cash bonuses earned by our named executive officers for 2025 are as set forth in the 2025 Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”
2025 Equity Awards
No equity or equity-based incentive awards were granted to our named executive officers in 2025, though each named executive officer held restricted stock units as of December 31, 2025 as shown in the table entitled “2025 Outstanding Equity Awards at Fiscal Year-End” below.
We do not currently use stock options to compensate our directors, officers or employees.
Retirement Plans
We have a Section 401(k) Savings/Retirement Plan (the “401(k) Plan”) that covers eligible employees of the Company and any designated affiliate, including our named executive officers. The 401(k) Plan permits employees to defer up to 100% of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code of 1986, as amended. The employees’ elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan. All employees of the Company are eligible to participate in the 401(k) Plan at any time after their date of hire.
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table summarizes equity awards outstanding as of December 31, 2025 for each of the named executive officers.
|
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Stock Awards |
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Name |
|
Number of Shares |
|
|
|
Market Value of |
|
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Caroline Beasley |
|
|
10,000 |
|
(1) |
|
$ |
50,100 |
|
Bruce G. Beasley |
|
|
3,750 |
|
(1) |
|
$ |
18,788 |
|
Brian E. Beasley |
|
|
8,500 |
|
(1) |
|
$ |
42,585 |
|
9
TERMINATION OR CHANGE IN CONTROL PAYMENTS
Potential Termination Payments
Each of our named executive officers entered into an employment agreement with us, as described in more detail above under the section entitled “Employment Agreements.” The employment agreements provide that in the event of a termination of the named executive officer by us without “cause,” a resignation by the named executive officer for “good reason,” or termination of the named executive officer due to death or disability, the terminated executive (or, in the case of death, the executive’s estate or legal representative) will be entitled to receive (i) continued payment of the executive’s base salary and the amount payable by the executive for coverage under the Company’s employee benefit plans (including premiums for Medicare supplemental insurance for Bruce Beasley), plus an additional amount equal to the taxes payable by the executive as a result of such benefit plan payments through July 1, 2027, or for one year following termination, whichever is greater, (ii) a lump sum payment equal to $1,250,000 for Caroline Beasley, $600,000 for Bruce Beasley and for Brian Beasley, his annual base salary (computed in accordance with the terms of the employment agreement), or the highest annual bonus paid to the executive over the preceding three-year period, whichever is greater, (iii) payment (without duplication to the amounts described in clause (i)) for benefit coverage pursuant to COBRA for the executive and the executive’s eligible dependents for up to 18 months following termination, and (iv) accelerated vesting of all of the executive’s outstanding equity awards; provided, that, if such termination occurs in connection with or within two years following a change in control, then, if higher than the amounts set forth in clauses (i) and (ii) above, the executive will be entitled to receive, in lieu of such amounts set forth in clauses (i) and (ii) above, a severance payment equal to two times the sum of the executive’s base salary (or $1,200,000 for Bruce Beasley) and the highest annual bonus paid to the executive during the preceding three-year period, which amount shall be paid in a lump sum to the extent a lump sum payment does not result in the imposition of an excise tax under Section 409A of the Internal Revenue Code of 1986, as amended.
Under the employment agreements, “cause” means the executive’s (i) fraud, theft, embezzlement or proven gross negligence in connection with performing the executive’s duties and responsibilities, (ii) conviction of a felony or a crime involving moral turpitude, or (iii) breach of any material provision of the employment agreement, including, without limitation, the restrictive covenants contained therein, subject to an opportunity for notice and cure. Under the employment agreements, “good reason” means the occurrence of any of the following events without the prior written consent of the executive, subject, in each case, to an opportunity for notice and cure, (i) the Company’s failure to make payment or provide benefits to the executive under the employment agreement, (ii) a material diminution in the executive’s base salary, payments for benefit coverage and payments for taxes payable by the executive as a result of such benefit payments, (iii) a material diminution in the executive’s authority, duties or responsibilities, (iv) a material diminution in the budget over which the executive retains authority, (v) a material change in the geographic location at which the executive must perform services under the employment agreement, (vi) any other action or inaction that constitutes a material breach by the Company of the employment agreement, or (vii) a change in control.
Receipt of the severance payments and benefits under each employment agreement is subject to the executive (or the executive’s estate or legal representative) executing a release of claims in our favor.
10
2025 DIRECTOR COMPENSATION
The Company’s non-employee directors receive fixed annual fees for their services on the Board, including fees for service on the Audit, Compensation, and Governance Committees.
The following table summarizes total compensation earned by each non-employee director during 2025.
Name |
|
Fees Earned or |
|
|
Peter A. Bordes, Jr. |
|
$ |
72,500 |
|
Michael J. Fiorile |
|
$ |
108,750 |
|
Leslie V. Godridge (2) |
|
$ |
40,000 |
|
Gordon H. Smith |
|
$ |
83,750 |
|
Charles M. Warfield, Jr. (2) |
|
$ |
47,500 |
|
None of our non-employee directors held any outstanding options or unvested stock awards as of December 31, 2025.
11
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding beneficial ownership of our Common Stock as of April 21, 2026 by:
Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Each stockholder possesses sole voting and investment power with respect to the shares listed, unless otherwise noted. Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at the option of the holder at any time and are all deemed outstanding for calculating the percentage of outstanding shares of the person holding those shares of Class B Common Stock but are not deemed outstanding for calculating the percentage of any other person. Shares of Class A Common Stock subject to options currently exercisable or exercisable within 60 days of April 21, 2026 are deemed outstanding for calculating the percentage of outstanding shares of the person holding those options but are not deemed outstanding for calculating the percentage of any other person. Restricted shares of Class A Common Stock that are currently vested or that will be vested within 60 days (but no other shares of restricted common stock) are deemed outstanding for calculating the percentage of outstanding shares of the person holding those shares of restricted stock. All restricted shares of Class A Common Stock currently outstanding, whether or not vested, are deemed outstanding for calculating the aggregate number of shares outstanding. The address of each beneficial owner, unless stated otherwise, is c/o Beasley Broadcast Group, 3033 Riviera Drive, Suite 200, Naples, Florida 34103.
|
|
Common Stock |
|
|||||||||||||||||||||||
|
|
Class A (1) |
|
|
Class B |
|
|
|
|
|
|
|
||||||||||||||
Name and Address of Beneficial Owner |
|
Number of |
|
Percent |
|
|
Number of |
|
Percent |
|
|
Percent of |
|
|
Percent |
|
||||||||||
Caroline Beasley |
|
|
34,668 |
|
(4) |
|
|
3.6 |
% |
|
58,586 |
|
(5) |
|
|
7.0 |
% |
|
|
5.2 |
% |
|
|
6.7 |
% |
|
Bruce G. Beasley |
|
|
24,573 |
|
(6) |
|
|
2.5 |
|
|
58,586 |
|
(7) |
|
|
7.0 |
|
|
|
4.6 |
|
|
|
6.6 |
|
|
Brian E. Beasley |
|
|
28,240 |
|
(8) |
|
|
2.9 |
|
|
53,539 |
|
(9) |
|
|
6.4 |
|
|
|
4.5 |
|
|
|
6.1 |
|
|
Peter A. Bordes, Jr. |
|
|
30,116 |
|
(10) |
|
|
3.1 |
|
|
|
— |
|
|
|
|
— |
|
|
|
1.7 |
|
|
* |
|
|
Michael J. Fiorile |
|
|
10,475 |
|
|
|
|
1.1 |
|
|
|
— |
|
|
|
|
— |
|
|
* |
|
|
* |
|
||
Gordon H. Smith |
|
|
7,972 |
|
|
|
* |
|
|
|
— |
|
|
|
|
— |
|
|
* |
|
|
* |
|
|||
Entities affiliated with the Beasley family |
|
|
112,855 |
|
(11) |
|
|
11.6 |
|
|
511,320 |
|
(12) |
|
|
61.4 |
|
|
|
34.6 |
|
|
|
56.2 |
|
|
GAMCO Investors, Inc. |
|
|
83,654 |
|
(13) |
|
|
8.6 |
|
|
|
— |
|
|
|
|
— |
|
|
|
4.6 |
|
|
* |
|
|
Turning Rock Capital Partners, LP |
|
|
72,557 |
|
(14) |
|
|
7.5 |
|
|
|
— |
|
|
|
|
— |
|
|
|
4.0 |
|
|
* |
|
|
Bradley C. Beasley |
|
|
7,935 |
|
(15) |
|
* |
|
|
60,148 |
|
(16) |
|
|
7.2 |
|
|
|
3.8 |
|
|
|
6.5 |
|
||
Robert E. Beasley |
|
|
826 |
|
(17) |
|
* |
|
|
40,749 |
|
(18) |
|
|
4.9 |
|
|
|
2.3 |
|
|
|
4.4 |
|
||
Stephen F. Lappert |
|
|
47,934 |
|
(19) |
|
|
4.9 |
|
|
|
— |
|
|
|
|
— |
|
|
|
2.7 |
|
|
* |
|
|
All directors and executive officers as a |
|
|
253,794 |
|
|
|
|
26.1 |
% |
|
|
682,031 |
|
|
|
|
81.9 |
% |
|
|
51.8 |
% |
|
|
76.0 |
% |
* Less than one percent.
12
13
Equity Compensation Plan Information
The following table sets forth certain information with respect to our equity compensation plans as of December 31, 2025.
Plan Category |
|
Number of Securities |
|
Weighted-Average |
|
|
Number of Securities |
|
|||||
Equity Compensation Plans Approved |
|
|
79,651 |
|
(2) |
|
|
— |
|
|
|
253,750 |
|
Equity Compensation Plans Not |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
Total |
|
|
79,651 |
|
|
|
|
|
|
|
253,750 |
|
|
14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related Party Transactions
Review and Approval of Related Party Transactions. In 2007, the Board adopted the Company’s Related Party Transaction Policy (the “Policy”). The written Policy applies to any transaction, or series of transactions in which the Company, its subsidiaries or affiliates is or will be a participant, the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year, and in which any related party has or will have a direct or indirect interest. A related party for purposes of the policy includes:
Under the Policy, the Audit Committee of the Board reviews the facts relating to all related party transactions and either approves or disapproves the Company’s entry into the transaction. If advance Audit Committee approval of a transaction is not feasible, then the Audit Committee will consider the transaction and, if it determines the transaction to be appropriate, will ratify the transaction at the Audit Committee’s next regularly scheduled meeting.
As adopted, the Policy has standing pre-approvals for transactions that meet specific criteria or are not considered related person transactions by the SEC. Pre-approved transactions include:
During 2024 and 2025, the Company engaged in several transactions in which our executive officers and other members of the Beasley family were participants. These transactions are described below. While the Policy had not been adopted at the time certain of these transactions and arrangements were entered into or commenced, each has been subsequently ratified by the Audit Committee pursuant to the Policy.
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 was $0.3 million and $0.2 million 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 set to expire on August 31, 2029. On February 6, 2026, the Company 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. Lease liabilities of $1.7 million were transferred to the buyers upon completion of the dispositions. Rental expense was $0.2 million for each of the years ended December 31, 2024 and 2025.
15
Beasley Family Towers, LLC
The Company leases office space for its stations in Fayetteville, NC from Beasley Family Towers, LLC. The lease agreement expires on August 31, 2030. Rental expense was $0.1 million 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 an exchange offer by Beasley Mezzanine Holdings, LLC, which expired October 7, 2024, 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 and $41,000 for the years ended December 31, 2024 and 2025, respectively.
GGB Las Vegas, LLC
The Company leases office space for its stations in Las Vegas, NV from GGB Las Vegas, LLC, which is controlled by members of the Beasley family. The lease agreement expires on December 31, 2028. Rental expense was $0.2 million 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 Communications, LLC. 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.
Employees
The compensation of Caroline Beasley, Bruce G. Beasley and Brian E. Beasley is discussed above in “Executive Compensation.” Bradley C. Beasley, brother of Caroline Beasley, Bruce G. Beasley and Brian E. Beasley, is currently employed by the Company and was paid $371,207 and $356,552 in 2024 and 2025, respectively. The amounts paid include a base salary and performance-based cash bonuses. Adam Lurie, son-in-law of Bruce G. Beasley, is currently employed by the Company and was paid $346,275 and $342,327 in 2024 and 2025, respectively. The amounts paid include a base salary, commissions and performance-based cash bonuses. Ilana Goldstein, daughter of Caroline Beasley, is currently employed by the Company and was paid $148,385 and $171,484 in 2024 and 2025, respectively. The amounts paid include a base salary and performance-based cash bonuses. Ryan Beasley, son of Bruce G. Beasley, is currently employed by the Company and was paid $146,378 and $168,986 in 2024 and 2025, respectively. The amounts paid include a base salary, commissions and performance-based cash bonuses.
16
Director Independence
Our Board currently consists of [seven] members. Our Board has determined that all of our directors and nominees for election as directors, other than Caroline Beasley, Bruce G. Beasley and Brian E. Beasley, qualify as “independent” in accordance with the listing requirements of Nasdaq. In addition, former Board members Leslie V. Godridge and Charles M. Warfield, Jr. qualified as “independent” in accordance with the listing requirements of Nasdaq during the time that they served on the Board during 2025. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq Listing Rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
In addition, the Audit Committee, Compensation Committee, and Governance Committee are composed entirely of independent directors who meet the heightened independence standards applicable to directors serving on such committees under Nasdaq listing standards and the rules of the Exchange Act.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees, Other Fees and Services of Independent Registered Public Accountants
The following table summarizes fees billed to the Company by Crowe in 2024 and 2025:
|
|
2024 |
|
|
2025 |
|
||
Audit fees (1) |
|
$ |
366,000 |
|
|
$ |
366,500 |
|
Audit-related fees |
|
|
— |
|
|
|
— |
|
Tax fees |
|
|
— |
|
|
|
— |
|
All other fees |
|
|
— |
|
|
|
— |
|
|
|
$ |
366,000 |
|
|
$ |
366,500 |
|
All of the services provided to the Company by Crowe during 2024 and 2025 were pre-approved by the Audit Committee.
17
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Amendment No. 1 to Annual Report on Form 10-K/A. Where such filing is made by incorporation by reference to a previously filed document, such document is identified.
|
|
|
Exhibit Number |
|
Description |
|
|
|
2.1* |
|
|
|
|
|
3.1 |
|
|
|
|
|
3.2 |
|
|
|
|
|
3.3 |
|
|
|
|
|
4.1 |
|
|
|
|
|
4.2 |
|
|
|
|
|
4.3 |
|
|
|
|
|
4.4 |
|
|
|
|
|
4.5 |
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
10.1 |
|
|
|
|
|
10.2 |
|
|
|
|
|
10.3 |
|
|
|
|
|
10.4 |
|
|
18
|
|
|
10.5 |
|
|
|
|
|
10.6** |
|
|
|
|
|
10.7** |
|
|
|
|
|
10.8** |
|
|
|
|
|
10.9** |
|
|
|
|
|
10.10** |
|
|
|
|
|
10.11** |
|
|
|
|
|
10.12** |
|
|
|
|
|
10.13** |
|
|
|
|
|
10.14** |
|
|
|
|
|
10.15** |
|
|
|
|
|
10.16** |
|
|
|
|
|
10.17** |
|
|
|
|
|
19.1 |
|
|
|
|
|
21.1 |
|
|
|
|
|
23.1 |
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 † |
|
|
|
|
|
32.1†† |
|
|
19
|
|
|
97.1 |
|
|
|
|
|
101.INS |
|
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
101.SCH |
|
XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC.
** Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.
† Filed herewith.
†† This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BEASLEY BROADCAST GROUP, INC. |
||
|
|
|
By: |
|
/s/ Caroline Beasley |
|
|
Caroline Beasley Chief Executive Officer |
|
|
|
Date: |
|
April 28, 2026 |
21