UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): October 930, 2025

BEASLEY BROADCAST GROUP, INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	000-29253	65-0960915
DELAWARE	000-29253	65-0960915
(State or Other Jurisdictionof Incorporation)	(~~Commission~~CommissionFile ~~File~~ Number)	(IRS EmployerIdentification No.)

3033 Riviera Drive, Suite 200
Naples, Florida		34103
(Address of Principal Executive Offices)		(Zip Code)

3033 Riviera Drive, Suite 200, Naples, Florida 34103

~~Registrant’s~~(Address ~~Telephone~~of ~~Number,~~Principal ~~Including~~Executive ~~Area~~Offices) ~~Code:~~ (~~239)~~Zip ~~263-5000~~Code)

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

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 5 1.0201 ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On October 930, 2025, ~~Lauren~~Beasley ~~Burrows~~Mezzanine ~~Coleman~~Holdings, ~~resigned~~LLC ~~from~~(the ~~her~~“Issuer”), ~~role~~a asdirect, ~~Chief~~wholly ~~Financial~~owned ~~Officer~~subsidiary of Beasley Broadcast Group, Inc. (the “Company”), ~~effective~~entered ~~October 17,~~into ~~2025,~~supplemental inindentures ~~order~~(the “Supplemental Indentures”) to ~~pursue~~the ~~other~~indentures ~~opportunities~~governing each of its 9.200% ~~The~~Senior ~~resignation~~Secured ~~was~~Second ~~not~~Lien Notes due to2028 ~~any~~(the ~~disagreement~~“Exchange ~~with~~Notes”) ~~the~~and ~~Company~~11.000% onSenior ~~any~~Secured ~~matter~~First ~~relating~~Lien toNotes ~~its~~due ~~operations~~2028 (the “New Notes” and, ~~policies~~together with the Exchange Notes, orthe ~~practices~~“Notes”).

~~Caroline~~Pursuant ~~Beasley~~to the Supplemental Indentures, the ~~Company’s~~springing ~~Chief~~maturity ~~Executive~~date ~~Officer~~on which the outstanding principal amount of, and all accrued and unpaid interest with respect to, all Notes will ~~serve~~become aspayable to the ~~Company~~extent that any of the Issuer’s ~~principal~~existing ~~financial~~8.625% ~~officer~~Senior onSecured anNotes ~~interim~~due ~~basis~~2026 ~~and~~remain ~~Shaun~~outstanding, ~~Greening~~has been extended to November 14, ~~the~~2025. ~~Company’s~~The ~~Vice~~foregoing ~~President~~description of ~~Financial~~the ~~Reporting,~~Notes ~~will~~and ~~serve~~the asSupplemental Indentures is not complete and is qualified in its entirety by reference to the ~~Company’s~~full ~~principal~~text ~~accounting~~of ~~officer~~the Supplemental Indentures, ~~each~~copies ~~effective~~of which are filed as ofExhibits ~~October~~99.1 and 99.2 to this Current Report on Form ~~17,~~8-K ~~2025~~and are incorporated herein by reference.

~~Shaun~~Item ~~Greening,~~9.01 ~~age 62, has served as the Company’s Vice President of~~ Financial ~~Reporting~~Statements since he joined the Company in February 2000, as the Company completed its initial public offering. Mr. Greening previously served as an Audit Manager for KPMG in Tampa, FL. He is a graduate of Victoria University of Wellington, New Zealand with a Bachelor of Commerce and ~~Administration~~Exhibits. ~~Mr. Greening holds a CPA license in the State of Florida.~~

~~Caroline~~(d) ~~Beasley, age 63, has served as the Company’s Chief Executive Officer since January 1, 2017~~Exhibits. She previously served as the Company’s interim Chief Executive Officer from March 2016 through December 2016, and as Executive Vice President, Chief Financial Officer, Treasurer and Secretary beginning in 1994. Ms. Beasley has a B.S. from the University of North Carolina. Ms. Beasley is the sister of Bruce G. Beasley and Brian E. Beasley, who are also directors and officers of the Company.

Ms. Beasley has interests in the following related party transactions:


Exhibit No.		Description

99.1		Exchange Notes Supplemental Indenture, dated as of October 30, 2025.

99.2		New Notes Supplemental Indenture, dated as of October 30, 2025.

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

~~Beasley~~2 ~~Broadcasting Management, LLC~~

~~The~~SIGNATURE 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 for the year ended December 31, 2024.

Beasley Family Properties, LLC

The Company leases 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 expires on August 31, 2029. Rental expense was $0.2 million for the year ended December 31, 2024.

Beasley Family Towers, LLC

The Company leased one tower for one station from Beasley Family Towers, LLC (“BFT”), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family and partially owned directly by Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family. During the second quarter of 2024, the lease agreement was terminated. Rental expense was approximately $16,000 for the year ended December 31, 2024.

The Company leases office space for its stations in Fayetteville, NC from BFT. The lease agreement expires on August 31, 2030. Rental expense was $0.1 million for the year ended December 31, 2024.

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 BFT 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 Federal Communications Commission license was terminated. The Company sold the remaining transmitter equipment to BFT 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 for the year ended December 31, 2024.

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 for the year ended December 31, 2024.

Wintersrun Communications, LLC

The Company leases a tower for one station in Augusta, GA from Wintersrun Communications, LLC. The lease agreement expires on October 15, 2025. Rental expense was approximately $31,000 for the year ended December 31, 2024.

Employees

Ilana Goldstein, daughter of Caroline Beasley, is currently employed by the Company and was paid $148,385 in 2024. The amounts paid include a base salary and performance-based cash bonuses.

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 hereunto duly authorized.

BEASLEY BROADCAST GROUP, INC.

~~BEASLEY BROADCAST GROUP, INC.~~

Date: October 9, 2025

/s/ Chris Ornelas

Date: November 3, 2025

/s/ Chris Ornelas

Chris Ornelas General Counsel and Secretary

Chris Ornelas

General Counsel and Secretary

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