10-Q - BBGI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2025

[ ]	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: 000-29253

BEASLEY BROADCAST GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	65-0960915
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

3033 Riviera Drive, Suite 200

Naples, Florida 34103

(Address of Principal Executive Offices and Zip Code)

(239) 263-5000

(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 Common Stock, par value $0.001 per share	BBGI	Nasdaq Capital Market

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. Yes  No 

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). Yes  No 

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 	Accelerated filer 
Non-accelerated filer 	Smaller reporting company 
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. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class A Common Stock, $0.001 par value, 970,857 Shares Outstanding as of August 6, 2025

Class B Common Stock, $0.001 par value, 833,137 Shares Outstanding as of August 6, 2025

INDEX

		Page<br><br>No.
PART I<br><br><br><br>FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements.
	Notes to Condensed Consolidated Financial Statements.	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	21
Item 4.	Controls and Procedures.	21
PART II<br><br><br><br>OTHER INFORMATION
Item 1.	Legal Proceedings.	22
Item 1A.	Risk Factors.	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	22
Item 3.	Defaults Upon Senior Securities.	22
Item 4.	Mine Safety Disclosures.	22
Item 5.	Other Information.	22
Item 6.	Exhibits.	23
SIGNATURES		24

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

			June 30,
			2025
ASSETS
Current assets:
Cash and cash equivalents	13,772,720		$	13,723,924
Accounts receivable, less allowance for credit losses of 1,698,285 in 2024 and 1,723,043 in 2025	51,551,945			51,280,045
Prepaid expenses	3,139,678			5,255,801
Other current assets	825,794			2,479,647
Total current assets	69,290,137			72,739,417
Property and equipment, net	47,000,978			44,067,245
Operating lease right-of-use assets	33,233,714			31,395,558
FCC licenses	392,259,831			385,074,211
Other intangibles, net	2,082,098			1,968,468
Assets held for sale				7,316,486
Other assets	5,340,067			5,476,590
Total assets	549,206,825		$	548,037,975
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	21,037,797		$	26,029,302
Operating lease liabilities	8,688,874			8,438,422
Other current liabilities	23,260,496			28,098,948
Current portion of long-term debt				2,795,000
Total current liabilities	52,987,167			65,361,672
Due to related parties	24,307			8,951
Long-term debt	247,117,717			239,055,035
Operating lease liabilities	31,402,424			29,929,186
Deferred tax liabilities	63,747,937			62,451,668
Other long-term liabilities	6,707,566			6,707,566
Total liabilities	401,987,118			403,514,078
Commitments and contingencies
Stockholders' equity:
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; 1,170,419 issued and 970,857 outstanding in 2025	18,173			18,191
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			156,771,045
Treasury stock, Class A common stock; 194,490 shares in 2024; 199,562 shares in 2025	(29,337,880	)		(29,364,922	)
Retained earnings	19,155,668			16,311,672
Accumulated other comprehensive income	771,249			771,249
Total stockholders' equity	147,219,707			144,523,897
Total liabilities and stockholders' equity	549,206,825		$	548,037,975

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)


			2025
Net revenue	60,435,657		$	52,999,711
Operating expenses:
Operating expenses (including stock-based compensation of 13,679 in 2024 and 19,897 in 2025 and excluding depreciation and amortization shown separately below)	49,347,793			44,750,198
Corporate expenses (including stock-based compensation of 248,012 in 2024 and 56,712 in 2025)	3,879,771			3,769,243
Depreciation and amortization	1,832,894			1,589,014
Total operating expenses	55,060,458			50,108,455
Operating income	5,375,199			2,891,256
Non-operating income (expense):
Interest expense	(6,092,829	)		(3,294,772	)
Gain on repurchase of long-term debt				525,000
Other income, net	357,260			75,887
Income (loss) before income taxes	(360,370	)		197,371
Income tax expense (benefit)	(75,986	)		283,990
Loss before equity in earnings of unconsolidated affiliates	(284,384	)		(86,619	)
Equity in earnings of unconsolidated affiliates, net of tax	8,363			(67,556	)
Net loss	(276,021	)		(154,175	)
Net loss per Class A and Class B common share:
Basic and diluted	(0.18	)	$	(0.09	)
Weighted-average shares outstanding:
Basic and diluted	1,517,710			1,794,754

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)


			2025
Net revenue	114,816,003		$	101,912,176
Operating expenses:
Operating expenses (including stock-based compensation of 35,917 in 2024 and 48,065 in 2025 and excluding depreciation and amortization shown separately below)	98,588,791			89,991,459
Corporate expenses (including stock-based compensation of 379,135 in 2024 and 127,163 in 2025)	8,287,603			7,788,705
Depreciation and amortization	3,667,496			3,241,345
Total operating expenses	110,543,890			101,021,509
Operating income	4,272,113			890,667
Non-operating income (expense):
Interest expense	(11,680,137	)		(6,675,414	)
Gain on repurchase of long-term debt				525,000
Gain on sale of investment	6,026,776		—
Other income, net	627,265			1,173,372
Loss before income taxes	(753,983	)		(4,086,375	)
Income tax benefit	(486,216	)		(1,283,737	)
Loss before equity in earnings of unconsolidated affiliates	(267,767	)		(2,802,638	)
Equity in earnings of unconsolidated affiliates, net of tax	(284	)		(41,358	)
Net loss	(268,051	)		(2,843,996	)
Net loss per Class A and Class B common share:
Basic and diluted	(0.18	)	$	(1.59	)
Weighted-average shares outstanding:
Basic and diluted	1,517,001			1,793,399

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended June 30,
	2024			2025
Cash flows from operating activities:
Net loss	$	(268,051	)	$	(2,843,996	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation		415,052			175,228
Provision for credit losses		291,000			24,758
Depreciation and amortization		3,667,496			3,241,345
Amortization of premium and debt issuance costs		671,278			(3,767,682	)
Gain on repurchase of long-term debt		—			(525,000	)
Gain on disposition	—				(1,698,228	)
Gain on sale of investment		(6,026,776	)		—
Deferred income taxes		(1,671,970	)		(1,296,269	)
Equity in earnings of unconsolidated affiliates		284			41,358
Change in operating assets and liabilities:
Accounts receivable		5,957,880			247,142
Prepaid expenses		(1,480,053	)		(2,116,123	)
Other assets		(351,853	)		(1,565,380	)
Accounts payable		(561,485	)		4,991,505
Other liabilities		1,656,819			4,825,927
Other operating activities		256,205			(154,508	)
Net cash provided by (used in) operating activities		2,555,826			(419,923	)
Cash flows from investing activities:
Capital expenditures		(1,984,851	)		(1,373,338	)
Proceeds from disposition	—				2,746,507
Proceeds from sale of investment		6,026,776			—
Net cash provided by investing activities		4,041,925			1,373,169
Cash flows from financing activities:
Repurchase of long-term debt	—				(975,000	)
Purchase of treasury stock		(37,485	)		(27,042	)
Net cash used in financing activities		(37,485	)		(1,002,042	)
Net increase (decrease) in cash and cash equivalents		6,560,266			(48,796	)
Cash and cash equivalents at beginning of period		26,733,921			13,772,720
Cash and cash equivalents at end of period	$	33,294,187		$	13,723,924
Cash paid for interest	$	11,514,380		$	6,628,990
Cash paid for income taxes	$	351,975		$	1,170,800

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of Beasley Broadcast Group, Inc. and its subsidiaries (the “Company”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented, and all such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations; therefore, the results shown on an interim basis are not necessarily indicative of results for the full year.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued guidance that requires entities to disclose, in the notes to financial statements, specified information about certain costs and expenses including the amounts of (a) purchases of inventory; (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 amendments should be applied prospectively. The Company is currently in the process of reviewing the new guidance.

On June 27, 2025, the Company entered into an agreement to sell 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 sale, which is subject to FCC approval and other customary closing conditions, is expected to close during the third or fourth quarter of 2025. A summary of assets held for sale as of June 30, 2025 is as follows:

Property and equipment, net	$	130,866
FCC license		7,185,620
	$	7,316,486

Changes in the carrying amount of Federal Communications Commission ("FCC") licenses for the six months ended June 30, 2025 are as follows:

Balance as of December 31, 2024	$	392,259,831
Assets held for sale reclassification (see Note 3)		(7,185,620	)
Balance as of June 30, 2025	$	385,074,211

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 condensed consolidated statement of net loss for the six months ended June 30, 2024. After the sale, the Company no longer holds an investment in BMI.

Long-term debt is comprised of the following:

	December 31,		June 30,
	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		23,234,035
	$	247,117,717	$	239,055,035

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 accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Prior Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries.

On October 8, 2024 (the “Settlement Date”), Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the Company, and certain other of the Company’s subsidiaries, completed: (i) the exchange (the “Exchange Offer”) of $194.7 million aggregate principal amount of the 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 “Exchange 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 Exchange 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 “New Notes,” and such offering, the “New Notes Offer”) to holders of Prior Notes or their designees who participated in the Exchange Offer, including to certain backstop commitment parties who committed to purchase the New Notes not otherwise subscribed for. The Company used the proceeds from the New Notes Offer of $30.0 million to fund, in part, the purchase of Prior Notes tendered in the Tender Offer.

On the Settlement Date, the Issuer entered into (i) a new indenture (the “New Notes Indenture”) governing its New Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantors (the “Collateral”) on a senior secured first-priority lien basis, subject to certain exceptions, limitations and permitted liens and (ii) a new indenture (the “Exchange Notes Indenture”) governing its Exchange Notes, which are fully and unconditionally secured by liens on the Collateral on a senior secured second-priority lien basis, subject to certain exceptions, limitations and permitted liens, in each case with the guarantors thereto and Wilmington Trust, National Association, as trustee and collateral agent, with respect to both the Exchange Notes Indenture and New Notes Indenture. 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 New Notes Indenture and the Exchange Notes Indenture contain restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; 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 Exchange Notes and New 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 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 Exchange Offer and a 3.0% participation premium paid to the holders of Prior Notes who participated in the New 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.

The changes in stockholders’ equity are as follows:

	Three months ended June 30,						Six months ended June 30,
	2024			2025			2024			2025
Beginning balance	$	149,127,330		$	144,619,400		$	148,978,635		$	147,219,707
Stock-based compensation		261,691			76,609			415,052			175,228
Purchase of treasury stock		(24,849	)		(17,937	)		(37,485	)		(27,042	)
Net loss		(276,021	)		(154,175	)		(268,051	)		(2,843,996	)
Ending balance	$	149,088,151		$	144,523,897		$	149,088,151		$	144,523,897

Net revenue is comprised of the following:

	Three months ended June 30,				Six months ended June 30,
	2024		2025		2024		2025
Audio	$	47,430,080	$	39,818,870	$	90,858,207	$	77,972,240
Digital		13,005,577		13,180,841		23,957,796		23,939,936
	$	60,435,657	$	52,999,711	$	114,816,003	$	101,912,176

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

	December 31,		June 30,
	2024		2025
Deferred revenue	$	3,794,481	$	3,989,621

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,		June 30,
	2024		2025
Trade sales receivable	$	1,001,270	$	1,267,624
Trade sales payable		479,613		591,248
	Three months ended June 30,				Six months ended June 30,
---	---	---	---	---	---	---	---	---
	2024		2025		2024		2025
Trade sales revenue	$	1,211,615	$	1,853,254	$	2,476,078	$	3,077,007

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 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 sales order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for digital revenue.

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 2007 Plan is presented below:

			Weighted-Average Grant-Date Fair Value
Unvested as of April 1, 2025	78,126		$	13.55
Granted	-			-
Vested	(14,650	)		20.61
Forfeited	(3,050	)		10.50
Unvested as of June 30, 2025	60,426		$	11.99

As of June 30, 2025, there was $0.7 million of total unrecognized compensation cost for restricted stock units granted under the 2007 Plan. That cost is expected to be recognized over a weighted-average period of

2.2

years.

(10)

The Company’s effective tax rate was 21% and 144% for the three months ended June 30, 2024 and 2025, respectively, and 64% and 31% for the six months ended June 30, 2024 and 2025, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

(11)

Net loss per share calculation information is as follows:

	Three months ended June 30,						Six months ended June 30,
	2024			2025			2024			2025
Net loss	$	(276,021	)	$	(154,175	)	$	(268,051	)	$	(2,843,996	)
Weighted-average shares outstanding(1):
Basic		1,517,710			1,794,754			1,517,001			1,793,399
Effect of dilutive restricted stock units	—			—			—			—
Diluted		1,517,710			1,794,754			1,517,001			1,793,399
Net loss per Class A and Class B common share – basic and diluted(1)	$	(0.18	)	$	(0.09	)	$	(0.18	)	$	(1.59	)

(1) Weighted-average shares outstanding used in the computation of basic and diluted net loss per Class A and Class B common share as of June 30, 2024 have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024.

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 was 12,014 and 2,314 for the three months ended June 30, 2024 and 2025, respectively, and 14,102 and 3,235 for the six months ended June 30, 2024 and 2025, respectively.

(12)

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 and $104.0 million as of December 31, 2024 and June 30, 2025, respectively. The Company used Level 2 measurements under the fair value measurement hierarchy to determine the estimated fair value of the Notes.

(13)

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, Fayetteville, 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 condensed consolidated statements of net loss.

Reportable segment information for the three months ended June 30, 2025 is as follows:

	Audio		Digital		Corporate			Total
Net revenue	$	39,818,870	$	13,180,841	$	—		$	52,999,711
Operating expenses		35,095,319		9,654,879		—			44,750,198
Corporate expenses		—		—		3,769,243			3,769,243
Depreciation and amortization		1,436,332		31,488		121,194			1,589,014
Operating income (loss)	$	3,287,219	$	3,494,474	$	(3,890,437	)	$	2,891,256
	Audio		Digital		Corporate		Total
---	---	---	---	---	---	---	---	---
Capital expenditures	$	351,269	$	—	$	221,904	$	573,173

Reportable segment information for the three months ended June 30, 2024 is as follows:

	Audio		Digital		Corporate			Total
Net revenue	$	47,430,080	$	13,005,577	$	—		$	60,435,657
Operating expenses		39,468,898		9,878,895		—			49,347,793
Corporate expenses		—		—		3,879,771			3,879,771
Depreciation and amortization		1,594,673		52,440		185,781			1,832,894
Operating income (loss)	$	6,366,509	$	3,074,242	$	(4,065,552	)	$	5,375,199
	Audio		Digital		Corporate		Total
---	---	---	---	---	---	---	---	---
Capital expenditures	$	841,355	$	8,925	$	186,847	$	1,037,127

Reportable segment information for the six months ended June 30, 2025 is as follows:

	Audio		Digital		Corporate			Total
Net revenue	$	77,972,240	$	23,939,936	$	—		$	101,912,176
Operating expenses		71,490,295		18,501,164		—			89,991,459
Corporate expenses		—		—		7,788,705			7,788,705
Depreciation and amortization		2,930,295		62,976		248,074			3,241,345
Operating income (loss)	$	3,551,650	$	5,375,796	$	(8,036,779	)	$	890,667
	Audio		Digital		Corporate		Total
---	---	---	---	---	---	---	---	---
Capital expenditures	$	812,861	$	1,713	$	558,764	$	1,373,338

Reportable segment information for the six months ended June 30, 2024 is as follows:

	Audio		Digital		Corporate			Total
Net revenue	$	90,858,207	$	23,957,796	$	—		$	114,816,003
Operating expenses		77,901,810		20,686,981		—			98,588,791
Corporate expenses		—		—		8,287,603			8,287,603
Depreciation and amortization		3,190,926		104,879		371,691			3,667,496
Operating income (loss)	$	9,765,471	$	3,165,936	$	(8,659,294	)	$	4,272,113
	Audio		Digital		Corporate		Total
---	---	---	---	---	---	---	---	---
Capital expenditures	$	1,663,090	$	8,925	$	312,836	$	1,984,851

Reportable segment information as of June 30, 2025 is as follows:

	Audio		Digital		Corporate		Total
Property and equipment, net	$	40,859,507	$	49,041	$	3,158,697	$	44,067,245
FCC licenses		385,074,211	—		—			385,074,211
Other intangibles, net		1,508,271		280,534		179,663		1,968,468
Assets held for sale		7,316,486	—		—			7,316,486

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

(14)

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. The sales, which are subject to FCC approval and other customary closing conditions, are expected to close during the fourth quarter of 2025. The Company will no longer have operations in the Fort Myers-Naples, FL market after completion of the dispositions.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. We refer to each group of stations in each market as a market cluster. Unless the context otherwise requires, all references in this report to the “Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries.

Recent Developments

On June 25, 2025, our stockholders approved the adoption of the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (the “2025 Plan”). Under the 2025 Plan, we may 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.

On June 27, 2025, we entered into an agreement to sell substantially all the assets used in the operations of WPBB-FM in Tampa, FL to a third party for $8.0 million in cash. The sale, which is subject to FCC approval and other customary closing conditions, is expected to close during the third or fourth quarter of 2025.

On August 11, 2025, we 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, we 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. The sales, which are subject to FCC approval and other customary closing conditions, are expected to close during the fourth quarter of 2025. We will no longer have operations in the Fort Myers-Naples, FL market after completion of the dispositions.

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements” about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future, not past, events. All statements other than statements of historical fact included in this document are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “plans,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions.

Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to:

the ability of the Company to comply with the continued listing standards of Nasdaq, remain listing on Nasdaq and make periodic filings with the Securities and Exchange Commission (“SEC”);
risks from health epidemics, natural disasters, terrorism, and other catastrophic events;
adverse effects of inflation;
external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations;
the ability of the Company’s stations to compete effectively in their respective markets for advertising revenues;
the ability of the Company to develop compelling and differentiated digital content, products and services;
audience acceptance of the Company’s content, particularly its audio programs;
the ability of the Company to adapt or respond to changes in technology, standards and services that affect the audio industry;
the Company’s dependence on federally issued licenses subject to extensive federal regulation;
actions by the Federal Communications Commission (“FCC”) or new legislation affecting the audio industry;
increases in royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists;
the Company’s dependence on selected market clusters of stations for a material portion of its net revenue;
credit risk on the Company’s accounts receivable;
the risk that the Company’s FCC licenses could become impaired;
the Company’s substantial debt levels and the potential effect of restrictive debt covenants on the Company’s operational flexibility and ability to pay dividends;
the potential effects of hurricanes, extreme weather and other climate change conditions on the Company’s corporate offices and stations;
the failure or destruction of the internet, satellite systems and transmitter facilities that the Company depends upon to distribute its programming;
modifications or interruptions of the Company’s information technology infrastructure and information systems;
the loss of key executives and other key employees;
the Company’s ability to identify, consummate and integrate acquired businesses and station;
the fact that the Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company; and
other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. We do not intend, and undertake no obligation, to update any forward-looking statement.

Financial Statement Presentation

The following discussion provides a brief description of certain key items that appear in our financial statements and general factors that impact these items.

Net Revenue. Our net revenue is primarily derived from the sale of commercial spots to advertisers directly or through national, regional or local advertising agencies. Revenues are reported at the amount we expect to be entitled to receive under the contract.

Local revenue generally consists of commercial advertising sales, digital advertising sales and other sales to advertisers in a station’s local market, either directly to the advertiser or through the advertiser’s agency. National revenue generally consists of commercial advertising sales through advertiser agencies. National advertiser agencies generally purchase advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions.

Our net revenue is generally determined by the advertising rates that we are able to charge and the number of advertisements that we can broadcast without jeopardizing listener levels. Advertising rates are primarily based on the following factors:

a station’s audience share in the demographic groups targeted by advertisers as measured principally by periodic reports issued by Nielsen Audio;
the number of stations, as well as other forms of media, in the market competing for the attention of the same demographic groups;
the supply of, and demand for, radio advertising time; and
the size of the market.

Our net revenue is affected by general economic conditions, competition and our ability to improve operations at our radio market clusters. Seasonal revenue fluctuations are also common in the radio broadcasting industry and are primarily due to variations in advertising expenditures by local and national advertisers. Our revenues typically are lowest in the first calendar quarter of the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter of such years.

We use trade sales agreements to reduce cash paid for operating costs and expenses by exchanging advertising airtime for goods or services; however, we endeavor to minimize trade revenue in order to maximize cash revenue from our available airtime.

We also continue to invest in digital support services to develop and promote our station websites, applications, and other distribution platforms. We derive revenue from our websites through the sale of advertiser promotions and advertising on our websites and the sale of advertising airtime during audio streaming of our stations over the internet. We also generate revenue from selling third-party digital products and services.

Operating Expenses. Our operating expenses consist primarily of programming, engineering, sales, advertising and promotion, and general and administrative expenses incurred at our stations. We strive to control our operating expenses by centralizing certain functions at our corporate offices and consolidating certain functions in each of our market clusters.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:

it involves a significant level of estimation uncertainty; and
changes in the estimate or different estimates that could have been selected have had or are reasonably likely to have a material impact on our results of operations or financial condition.

Our critical accounting estimates are described in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no additional material changes to our critical accounting estimates during the six months ended June 30, 2025.

Recent Accounting Pronouncements

Recent accounting pronouncements are described in Note 2 to the accompanying condensed consolidated financial statements.

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

The following summary table presents a comparison of our results of operations for the three months ended June 30, 2024 and 2025, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Results of Operations - Consolidated

	Three Months Ended June 30,
	2024			2025			%
Net revenue	$	60,435,657		$	52,999,711	)		(12.3	)%
Operating expenses		49,347,793			44,750,198	)		(9.3	)%
Corporate expenses		3,879,771			3,769,243	)		(2.8	)%
Interest expense		6,092,829			3,294,772	)		(45.9	)%
Gain on repurchase of long-term debt		—			525,000			—
Income tax expense (benefit)		(75,986	)		283,990			(473.7	)%
Net loss		276,021			154,175	)		(44.1	)%

All values are in US Dollars.

Results of Operations - Segments

	Three Months Ended June 30,
	2024		2025			%
Net revenue
Audio	$	47,430,080	$	39,818,870	)		(16.0	)%
Digital		13,005,577		13,180,841			1.3	%
	$	60,435,657	$	52,999,711	)		(12.3	)%
Operating expenses
Audio	$	39,468,898	$	35,095,319	)		(11.1	)%
Digital		9,878,895		9,654,879	)		(2.3	)%
	$	49,347,793	$	44,750,198	)		(9.3	)%

All values are in US Dollars.

Net Revenue. Net revenue decreased $7.4 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Audio revenue decreased $7.6 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to a decrease in agency revenue. Digital revenue during the three months ended June 30, 2025 was comparable to the three months ended June 30, 2024.

Operating Expenses. Operating expenses decreased $4.6 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Audio operating expenses decreased $4.4 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to continued expense management in the audio segment. Digital operating expenses during the three months ended June 30, 2025 were comparable to the three months ended June 30, 2024.

Corporate Expenses. Corporate expenses during the three months ended June 30, 2025 were comparable to the three months ended June 30, 2024.

Interest Expense. Interest expense decreased $2.8 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to amortization of a deferred interest premium recorded as a result of the debt restructure in October 2024.

Gain on Repurchase of Long-Term Debt. In the second quarter of 2025, we repurchased $1.5 million principal amount of the Prior Notes (as defined below) for a price equal to 65% of the principal amount and recorded a gain of $0.5 million as a result of the repurchase.

Income Tax Expense (Benefit). Our effective tax rate was 21% and 144% for the three months ended June 30, 2024 and 2025, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Loss. Net loss for the three months ended June 30, 2025 was $0.2 million compared to a net loss of $0.3 million for the three months ended June 30, 2024, as a result of the factors described above.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

The following summary table presents a comparison of our results of operations for the six months ended June 30, 2024 and 2025, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Results of Operations - Consolidated

	Six Months Ended June 30,
	2024		2025			%
Net revenue	$	114,816,003	$	101,912,176	)		(11.2	)%
Operating expenses		98,588,791		89,991,459	)		(8.7	)%
Corporate expenses		8,287,603		7,788,705	)		(6.0	)%
Interest expense		11,680,137		6,675,414	)		(42.8	)%
Gain on repurchase of long-term debt		—		525,000			—
Gain on sale of investment		6,026,776		—	)		(100.0	)%
Income tax benefit		486,216		1,283,737			164.0	%
Net loss		268,051		2,843,996			961.0	%

All values are in US Dollars.

Results of Operations - Segments

	Six Months Ended June 30,
	2024		2025			%
Net revenue
Audio	$	90,858,207	$	77,972,240	)		(14.2	)%
Digital		23,957,796		23,939,936	)		(0.1	)%
	$	114,816,003	$	101,912,176	)		(11.2	)%
Operating expenses
Audio	$	77,901,810	$	71,490,295	)		(8.2	)%
Digital		20,686,981		18,501,164	)		(10.6	)%
	$	98,588,791	$	89,991,459	)		(8.7	)%

All values are in US Dollars.

Net Revenue. Net revenue decreased $12.9 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Audio revenue decreased $12.9 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to a decrease in agency revenue. Digital revenue during the six months ended June 30, 2025 was comparable to the six months ended June 30, 2024.

Operating Expenses. Operating expenses decreased $8.6 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Audio operating expenses decreased $6.4 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to continued expense management in the audio segment. Digital operating expenses decreased $2.2 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to expense management in the digital segment and the closure of our digital agency, Guarantee Digital in 2024.

Corporate Expenses. Corporate expenses decreased $0.5 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to a decrease in compensation expenses.

Interest Expense. Interest expense decreased $5.0 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to amortization of a deferred interest premium recorded as a result of the debt restructure in October 2024.

Gain on Repurchase of Long-Term Debt. In the second quarter of 2025, we 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.

Gain on Sale of Investment. On March 8, 2024, we received $6.0 million related to the sale of an investment in Broadcast Music, Inc. and recorded a gain of $6.0 million.

Income Tax Benefit. Our effective tax rate was 64% and 31% for the six months ended June 30, 2024 and 2025, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Loss. Net loss for the six months ended June 30, 2025 was $2.8 million compared to a net loss of $0.3 million for the six months ended June 30, 2024, as a result of the factors described above.

Liquidity and Capital Resources

Overview. Our primary sources of liquidity are internally generated cash flow and cash on hand. In addition, as noted in “Recent Developments” above, we expect to receive an aggregate of $26.0 million in the second half of 2025 in connection with certain asset sales. Our primary liquidity needs have been, and for the next twelve months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and station acquisitions. Historically, our capital expenditures have not been significant. In addition to property and equipment associated with station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our office and studio space, the maintenance of our towers and equipment, and digital products and information technology. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.

Our Board of Directors ("Board") 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, as discussed in “Secured Notes” below, the Indenture governing our Notes limits our ability to pay dividends.

Secured Notes. 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 accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Prior Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries.

in each case with the guarantors thereto and Wilmington Trust, National Association, as trustee and collateral agent, with respect to both the Exchange Notes Indenture and New Notes Indenture. 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 New Notes Indenture and the Exchange Notes Indenture contain restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; 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 Exchange Notes and New 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 Exchange Offer of $2.2 million. The Company capitalized approximately $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 Exchange Offer and a 3.0% participation premium paid to the holders of Prior Notes who participated in the New Notes Offer. The Company incurred approximately $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, we 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.

From time to time, we repurchase sufficient shares of our Class A Common Stock to fund withholding taxes in connection with the vesting of restricted stock units. We paid approximately $27,000 to repurchase 5,072 shares during the six months ended June 30, 2025. From time to time, we may seek to repurchase, redeem or otherwise retire our Prior Notes, New Notes and Exchange Notes through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

We expect to provide for future liquidity needs through one or a combination of the following sources of liquidity:

internally generated cash flow;
additional borrowings or notes offerings, to the extent permitted under the Prior Notes Indenture, New Notes Indenture and Exchange Notes Indenture; and
additional equity offerings.

We believe we will have sufficient liquidity and capital resources to permit us to provide for our liquidity requirements and meet our financial obligations for the next 12 months and thereafter. However, poor financial results or unanticipated expenses could give rise to default under the Prior Notes Indenture, New Notes Indenture and Exchange Notes Indenture, additional debt servicing requirements or other additional financing or liquidity requirements sooner than we expect, and we may not secure financing when needed or on acceptable terms.

Off-Balance Sheet Arrangements. We did not have any off-balance sheet arrangements as of June 30, 2025.

Cash Flows. The following summary table presents a comparison of our cash flows for the six months ended June 30, 2024 and 2025 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

	Six Months Ended June 30,
	2024			2025
Net cash provided by (used in) operating activities	$	2,555,826		$	(419,923	)
Net cash provided by investing activities		4,041,925			1,373,169
Net cash used in financing activities		(37,485	)		(1,002,042	)
Net increase (decrease) in cash and cash equivalents	$	6,560,266		$	(48,796	)

Net Cash Provided By (Used In) Operating Activities. Net cash used in operating activities was $3.1 million during the six months ended June 30, 2025, as compared to net cash provided by operating activities of $2.6 million during the six months ended June 30, 2024. Significant factors affecting the $3.0 million increase in net cash used in operating activities included a $19.2 million decrease in cash receipts from revenue and a $0.8 million increase in cash paid for income taxes, partially offset by a $13.1 million decrease in cash paid for operating expenses and a $4.9 million decrease in interest payments.

Net Cash Provided By Investing Activities. Net cash provided by investing activities during the six months ended June 30, 2025 included proceeds of $2.7 million from property and equipment dispositions, partially offset by payments of $1.4 million for capital expenditures. Net cash provided by investing activities for the six months ended June 30, 2024 included proceeds of $6.0 million from the sale of an investment, partially offset by payments of $2.0 million for capital expenditures.

Net Cash Used In Financing Activities. Net cash used in financing activities during the six months ended June 30, 2025 included Prior Notes repurchases of $1.0 million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of the end of the period covered by this report.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 6. EXHIBITS.

Exhibit<br><br>Number	Description
10.1*	Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (incorporated by reference to Appendix A to Beasley Broadcast Group, Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2025).
10.2*	Form of Director Restricted Stock Unit Agreement for use under the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) (17 CFR 240.15d-14(a)).
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) (17 CFR 240.15d-14(a)).
32.1**	Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.
32.2**	Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.
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).

* Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

** 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.

SIGNATURES

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 thereunto duly authorized.

	BEASLEY BROADCAST GROUP, INC.
Dated: August 13, 2025	/s/ Caroline Beasley
	Name: Caroline Beasley
	Title: Chief Executive Officer (principal executive officer)
Dated: August 13, 2025	/s/ Lauren Burrows Coleman
	Name: Lauren Burrows Coleman
	Title: Chief Financial Officer (principal financial and accounting officer)

EX-10.2

Exhibit 10.2

BEASLEY BROADCAST GROUP, INC. 2025 EQUITY INCENTIVE AWARD PLAN

RESTRICTED STOCK Unit Grant Notice

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2025 Equity Incentive Award Plan (as amended from time to time, the “Plan”) of Beasley Broadcast Group, Inc. (the “Company”).

The Company has granted to the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant:
Grant Date:
Total Number of RSUs:
Vesting Schedule:

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Grant Notice or the Agreement.

BEASLEY BROADCAST GROUP, INC.		PARTICIPANT
By:	_____________________________	______________________________
Name:	_____________________________
Title:	_____________________________

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

general
Award of RSUs. The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one share of Stock or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any shares of Stock or payment of any cash until the time (if ever) the RSUs have vested.
Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
VESTING; forfeiture AND SETTLEMENT
Vesting. The RSUs will vest in accordance with the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated.
[Acceleration of RSUs Upon Death or Disability. If Participant ceases to be an Eligible Individual as a result of Participant’s termination of service with the Company or a Subsidiary due to Participant’s death or Disability, then, effective as of immediately prior to the date Participant ceases to be an Eligible Individual, a number of RSUs shall vest in an amount equal to the number of RSUs otherwise scheduled to vest on the first vesting date following the date Participant ceases to be an Eligible Individual multiplied by a fraction, the numerator of which is the number of days in the period beginning on and including the vesting date that immediately preceded the date Participant ceases to be an Eligible Individual (or since the Grant Date if no vesting date occurs prior to the date Participant ceases to be an Eligible Individual) and ending on and including the date Participant ceases to be an Eligible Individual and the denominator of which is 365. Any RSUs which have not vested or do not vest prior to the date Participant ceases to be an Eligible Individual as a result of Participant’s termination of service due to death or Disability, after giving effect to the vesting acceleration provided in this Section 2.2, shall be forfeited and Participant’s rights in any such RSUs shall lapse and expire.]
Change in Control. Notwithstanding any contrary terms of the Plan, in the event of a Change in Control, the Committee may, in its discretion and upon such terms and conditions as it deems appropriate, provide that the RSUs shall vest in full in connection with such Change in Control; provided, that no such vesting acceleration shall occur if, in connection with the Change in Control, the RSUs are assumed or substituted by a surviving corporation retaining the services of Participant.
Forfeiture. In the event Participant ceases to be an Eligible Individual for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Committee or as provided in a binding written agreement between Participant and the Company.
Settlement
RSUs will be paid in shares of Stock or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company
reasonably determines would violate applicable law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A of the Code.
If an RSU is paid in cash, the amount of cash paid with respect to the RSU will equal the Fair Market Value of a share of Stock on the day immediately preceding the payment date.
TAXATION AND TAX WITHHOLDING
Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
Tax Withholding.
The Company and its Subsidiaries may withhold or Participant may make payment for any withholding tax arising in connection with the RSUs in one or more of the following forms: (i) in cash, by wire transfer of immediately available funds or by check made payable to the Company or the Subsidiary with respect to which the withholding obligation arises, (ii) by deduction of such amounts from any payment of any kind otherwise due to Participant or (iii) unless otherwise determined by the Committee, by requesting the Company retain vested shares of Stock otherwise issuable with respect to the RSUs having a Fair Market Value not exceeding the amount of such tax withholding obligations based on the minimum statutory withholding rate; provided, that, if such amounts are due during a period in which Participant is prohibited from trading shares of Stock under any Company policy, the Exchange Act or other applicable law, then, unless otherwise determined by the Committee, Participant’s tax withholding obligation shall automatically be satisfied in accordance with clause (iii) of this Section. Notwithstanding the foregoing, the Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment of any withholding tax arising in connection with the RSUs as Participant’s election to satisfy all or any portion of the withholding tax in accordance with clause (iii) of this Section.
Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of shares of Stock. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.
other provisions
Adjustments. Participant acknowledges that the RSUs and shares of Stock subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all applicable laws, rules and regulations, including the applicable rules of any stock exchange on which the Stock is listed, and, to the extent applicable laws, rules and regulations permit, will be deemed amended as necessary to conform to applicable laws, rules and regulations.
Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent applicable laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the shares of Stock as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to applicable law, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Caroline Beasley, certify that:

I have reviewed this quarterly report on Form 10-Q of Beasley Broadcast Group, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 13, 2025	/s/ Caroline Beasley
	Title: Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Lauren Burrows Coleman, certify that:

I have reviewed this quarterly report on Form 10-Q of Beasley Broadcast Group, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 13, 2025	/s/ Lauren Burrows Coleman
	Title: Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Beasley Broadcast Group, Inc. (the “Company”) hereby certifies to such officer’s knowledge that:

the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 13, 2025	/s/ Caroline Beasley
	Caroline Beasley
	Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be 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.

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 13, 2025	/s/ Lauren Burrows Coleman
	Lauren Burrows Coleman
	Chief Financial Officer