{"url_path":"/sec/bbgi/8-k/2026-06-05/item-5-01","section_key":"item-5-01","section_title":"Item 5.01 Changes in Control of Registrant.","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":392,"has_tables":true,"body_markdown":"Item 5.01. Changes in Control of Registrant.\n\nThe information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.\n\nThe Charter Amendment implements certain provisions of the 2027 PIK Notes Indenture (as defined below), the operation of which may, at a subsequent date, result in a change in control of the Company. On May 1, 2026, Beasley Mezzanine Holdings, LLC (the “Issuer”), a direct, wholly owned subsidiary of the Company, issued $98,475,254 in aggregate principal amount of 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”) pursuant to an indenture, dated as of May 1, 2026 (the “2027 PIK Notes Indenture”).\n\nAt any time on or after December 31, 2027, or upon the occurrence of an Event of Default (as defined in the 2027 PIK Notes Indenture), holders of at least a majority in aggregate principal amount of the 2027 PIK Notes then outstanding may elect to convert all outstanding 2027 PIK Notes into shares of the Company’s Class A Common Stock and the Company’s Class B Common Stock (such shares issuable upon conversion, the “Conversion Shares”)\n\n(such conversion, the “Equity Conversion”). Upon such Equity Conversion, subject to obtaining any required regulatory approvals, all outstanding 2027 PIK Notes shall convert into Conversion Shares representing, in the aggregate, 95% of the issued and outstanding Class A Common Stock and Class B Common Stock (calculated on a fully diluted basis) immediately following such conversion; provided that the conversion percentage shall be reduced to 90%, 85% or 80%, respectively, if the Issuer has made cash payments at par to holders in respect of principal of the 2027 PIK Notes equal to at least 85%, 90% or 95%, respectively, of the original aggregate principal amount of 2027 PIK Notes issued on May 1, 2026 (without giving effect to any increase in principal amount resulting from PIK Interest (as defined in the 2027 PIK Notes Indenture)). The Equity Conversion is subject to obtaining prior approval of the FCC and compliance with applicable FCC foreign ownership rules.\n\nFor more information regarding the Charter Amendment, see Item 3.03 of this Current Report on Form 8-K, and, for more information regarding the 2027 PIK Notes and 2027 PIK Notes Indenture, see the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2026."}