{"url_path":"/sec/bbgi/8-k/2026-06-05/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1099160/0001193125-26-258508-index.html","accession_number":"0001193125-26-258508","cik":"0001099160","ticker":"BBGI","issuer_name":"BEASLEY BROADCAST GROUP INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1099160/0001193125-26-258508-index.html","primary_entity_key":"0001099160","primary_entity_name":"BEASLEY BROADCAST GROUP INC"},"word_count":500,"has_tables":true,"body_markdown":"Item 3.03. Material Modification to Rights of Security Holders.\n\nOn June 4, 2026, Beasley Broadcast Group, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to implement certain governance and structural provisions in connection with the Company’s entry into an Amended and Restated Transaction Support Agreement, dated as of April 27, 2026, by and among the Company and certain debtholders (the “Transaction Support Agreement”). The Charter Amendment became effective as of 11:59 p.m. Eastern Time on June 4, 2026 (the “Effective Time”). Capitalized terms used but not defined have the meanings ascribed to them in the Transaction Support Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 1, 2026 and incorporated herein by reference.\n\nThe Charter Amendment added the following provisions to the Company’s Amended and Restated Certificate of Incorporation:\n\n \n\n(i)\n\nThe Company shall not, and shall not authorize or permit any of its affiliates to, initiate any insolvency or similar proceeding, including, without limitation, any bankruptcy filing of the Company or its affiliates, without the unanimous approval of the Board of Directors, which shall for the avoidance of doubt include the approval of the Initial 2L Supporting Holder Director (or any successor Independent 2L Director so selected).\n\n \n\n(ii)\n\nUpon receipt by the Company of a Notice of Conversion delivered in accordance with the Transaction Support Agreement, the Company shall effect the Equity Conversion by issuing shares of its Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), to the holders entitled thereto pursuant to Section 8(k) of the Transaction Support Agreement, effective on the date that is the later of (A) the earlier of (x) December 31, 2027 (or the Springing Maturity Date, as applicable) or (y) the date on which an Event of Default has occurred and is continuing as determined in accordance with Section 8(o) of the Transaction Support Agreement, or (B) the date on which all required approvals of the Federal Communications Commission (the “FCC”) and all other required governmental or regulatory approvals in connection with the Equity Conversion have been duly obtained and remain in full force and effect.\n\nFor more information regarding the details of the Charter Amendment, see the Company’s definitive information statement filed with the SEC on May 15, 2026, and for more information regarding the Transaction Support Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2026.\n\nThe foregoing description of the Charter Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 3.03."}