---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-258508"
form_type: "8-K"
ticker: "BBGI"
cik: "0001099160"
company_name: "BEASLEY BROADCAST GROUP INC"
filed_at: "2026-06-05T13:03:44+00:00"
generated_at: "2026-06-05T13:05:19.809951+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Beasley Broadcast amends charter to allow conversion of $98.5M PIK notes into 95% of equity

## Summary
- On May 1, 2026, subsidiary issued $98,475,254 of 10% PIK notes due 2027; convertible after Dec 31, 2027 or upon default.
- Charter Amendment filed June 4, 2026 adds provisions for equity conversion and requires unanimous board approval to initiate insolvency.
- Upon conversion, noteholders would receive 95% of Class A and B common stock, subject to FCC approval and foreign ownership rules.
- Conversion percentage may drop to 80% if cash repayments reach 95% of original principal; lower tiers at 85% and 90%.
- The Initial 2L Supporting Holder Director must approve any insolvency proceeding; change in control possible.

## SEC filing metadata
- accession: 0001193125-26-258508
- form_type: 8-K
- ticker: BBGI
- cik: 0001099160
- company_name: BEASLEY BROADCAST GROUP INC
- filed_at: 2026-06-05T13:03:44+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 3.03, 5.01, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1099160/000119312526258508/0001193125-26-258508-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1099160/000119312526258508/d136075d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-258508
- JSON: https://secwatch.observer/filing/0001193125-26-258508.json
- Plain text: https://secwatch.observer/filing/0001193125-26-258508.txt

## Key facts
- Equity Issuances
  BEASLEY BROADCAST GROUP INC issued common stock.
  - Security: common stock
  source text: On 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1099160/000119312526258508/0001193125-26-258508-index.htm
- Governance Changes
  BEASLEY BROADCAST GROUP INC: Certificate of amendment filed to add provisions regarding insolvency approval and equity conversion tied to a transaction support agreement (effective 2026-06-04).
  - Change: charter amendment
  - Effective: 2026-06-04
  source text: On 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1099160/000119312526258508/0001193125-26-258508-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.