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Beasley Broadcast Group (BBGI) Risk Analysis
Risk Overview Q2, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1There may not be an active market for our Class A common stock, making it difficult for you to sell your stock, and our common stock may be subject to immediate and substantial dilution, and other risks related to our at the market offering.
Our stock may not be actively traded in the future. An illiquid market for our stock may result in price volatility and poor execution of buy and sell orders for investors. Our stock price and trading volume have fluctuated widely for a number of reasons, including some reasons that may be unrelated to our business or results of operations. This market volatility could depress the price of our Class A common stock without regard to our operating performance. In addition, our operating results may be below expectations of public market analysts and investors. If this were to occur, the market price of our Class A common stock could decrease significantly. In addition, there could be significant dilution of our common stock, if at 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 elect to convert all outstanding 2027 PIK Notes into shares of Class A common stock and Class B common stock representing, in the aggregate, up to 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. Shares issuable upon the vesting of restricted stock units and shares issued under our "at the market" offering could also result in additional dilution. Additionally, there are risks to ownership of Class A common stock related to our "at the market" offering, including: - the actual number of shares of our Class A common stock to be issued under the Equity Distribution Agreement, at any one time or in total, is uncertain;- the market price of our Class A common stock has been and may continue to be volatile, and speculation in our publicly-traded Class A common stock has resulted, and may continue to result, in extreme price volatility;- the number of shares of our Class A common stock available for future issuance or sale could adversely affect the per share trading price of our Class A common stock;- resales by our stockholders of our Class A common stock in the public market during the at the market offering may cause the market price of our Class A common stock to fall; and - shares of our Class A common stock are sold in "at the market offerings" and investors who buy shares at different times will likely pay different prices.
- Accounting & Financial Operations - Risk 2Our ability to pay regular dividends on our common stock is subject to the discretion of our Board and may be limited by our structure, statutory restrictions and restrictions imposed by the ABL Credit Agreement and the indentures governing each series of our notes, as well as any future agreements.
Our 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. Future dividend payments, if any, will be at the discretion of our Board. Future quarterly dividend payments can also be changed or discontinued at any time and will be subject to limitations under the terms of the indentures governing each series of our notes, as well as any future agreements. The ABL Credit Agreement also restricts our ability to pay dividends and make other distributions on the Company's capital stock without the prior written consent of the lender under the ABL Credit Facility, subject to limited exceptions. The payment and timing of any future quarterly dividends will also depend upon, among other things, our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors deemed relevant by our Board.
- Debt & Financing - Risk 3We have substantial debt that could have important consequences to you.
Our ability to generate cash for, make payments on or refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control. We have debt that is substantial, and in February 2026, we failed to make a scheduled interest payment on our long-term debt. While we have restructured a significant portion of the Company's outstanding indebtedness, our long-term debt is substantial in amount and could have an impact on you. For example, it could: - require us to dedicate a substantial portion of our cash flows from operations to debt service, thereby reducing the availability of cash flows for other purposes, including ongoing capital expenditures and future acquisitions;- impair our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general corporate or other purposes;- limit our ability to compete, expand and make capital improvements;- increase our vulnerability to economic downturns, limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions; and - limit or prohibit our ability to pay dividends and make other distributions. Any additional borrowings or note offerings would further increase the amount of our debt and the associated risks. In addition, there can be no assurances that additional financing will be available or on terms that will be acceptable to us, or at all. If we are unable to pay back our indebtedness prior to the scheduled maturity date, we may not have sufficient cash on hand to repay our long-term debt upon maturity, and may experience a change of control and dilution of existing common stock, which would have an adverse effect on our business, financial condition, and operating results in the event the lenders declare an event of default and exercise their rights and remedies. Our ability to pay regular dividends on our common stock is subject to the discretion of our Board and may be limited by our structure, statutory restrictions and restrictions imposed by the ABL Credit Agreement and the indentures governing each series of our notes, as well as any future agreements.
Risk Highlights Q2, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 27
- Share Price & Shareholder Rights - Risk 1ChangedThere may not be an active market for our Class A common stock, making it difficult for you to sell your stock, and our common stock may be subject to immediate and substantial dilution, and other risks related to our at the market offering.
Our stock may not be actively traded in the future. An illiquid market for our stock may result in price volatility and poor execution of buy and sell orders for investors. Our stock price and trading volume have fluctuated widely for a number of reasons, including some reasons that may be unrelated to our business or results of operations. This market volatility could depress the price of our Class A common stock without regard to our operating performance. In addition, our operating results may be below expectations of public market analysts and investors. If this were to occur, the market price of our Class A common stock could decrease significantly. In addition, there could be significant dilution of our common stock, if at 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 elect to convert all outstanding 2027 PIK Notes into shares of Class A common stock and Class B common stock representing, in the aggregate, up to 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. Shares issuable upon the vesting of restricted stock units and shares issued under our "at the market" offering could also result in additional dilution. Additionally, there are risks to ownership of Class A common stock related to our "at the market" offering, including: - the actual number of shares of our Class A common stock to be issued under the Equity Distribution Agreement, at any one time or in total, is uncertain;- the market price of our Class A common stock has been and may continue to be volatile, and speculation in our publicly-traded Class A common stock has resulted, and may continue to result, in extreme price volatility;- the number of shares of our Class A common stock available for future issuance or sale could adversely affect the per share trading price of our Class A common stock;- resales by our stockholders of our Class A common stock in the public market during the at the market offering may cause the market price of our Class A common stock to fall; and - shares of our Class A common stock are sold in "at the market offerings" and investors who buy shares at different times will likely pay different prices.
- Share Price & Shareholder Rights - Risk 2There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Global Market or that we will continue to be listed on Nasdaq or make periodic filings with the SEC.
Our Class A common stock is currently listed for trading on the Nasdaq Global Market, and we must satisfy certain continued listing requirements to maintain the listing. On April 27, 2023, we received a written notice (the "April Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying us that, for the last 30 consecutive business days, the bid price for our Class A common stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Price Requirement"). On May 19, 2023, we received a notice from Nasdaq notifying us that we had regained compliance with the Minimum Bid Price Requirement and that the matter was closed. On October 13, 2023, we received a written notice (the "October Notice") from the Listing Qualifications Department of Nasdaq notifying us that, for the last 30 consecutive business days, the bid price for our Class A common stock had closed below the Minimum Bid Price Requirement. After completing the Reverse Stock Split, on October 8, 2024, we received a written notice that we had regained compliance with the Minimum Bid Price Requirement. However, there can be no assurance that we will continue to maintain compliance with Nasdaq listing requirements, continue to be listed on Nasdaq or continue to make periodic filings with the SEC. If we are delisted due to a failure to maintain compliance with Nasdaq listing requirements or voluntarily delist from Nasdaq, but obtain a substitute listing for our Class A common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of our Class A common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our Class A common stock is delisted from Nasdaq, the value and liquidity of our Class A common stock would likely be significantly adversely affected. In addition, if we discontinue our obligation to make periodic filings with the SEC, by delisting our securities with Nasdaq and deregistering our securities pursuant to the Exchange Act, there would be a substantial decrease in disclosure about our Company on an ongoing basis.
- Share Price & Shareholder Rights - Risk 3The Beasley family controls Beasley Broadcast Group, Inc., and members of the Beasley family own a substantial equity interest in Beasley Broadcast Group, Inc. Their interests may conflict with yours.
The Beasley family, which includes Caroline Beasley, our Chief Executive Officer and a member of our Board, Bruce Beasley, our President and a member of our Board, and Brian Beasley, our Chief Operating Officer and a member of our Board, is generally able to control the vote on all matters submitted to a vote of stockholders. Without the approval of the Beasley family, we will be unable to consummate transactions involving an actual or potential change in control, including transactions in which you might otherwise receive a premium for your shares over then current market prices. Shares of Class B and Class A Common Stock that members of the Beasley family beneficially own represent 92% of the total voting power of all classes of our common stock. The Beasley family will be able to direct our management and policies, except with respect to those matters requiring a class vote under the provisions of our amended certificate of incorporation, fourth amended and restated bylaws or applicable law. Historically, we have entered into certain transactions with members of the Beasley family and affiliated entities that may conflict with the interests of our stockholders now or in the future. See "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operation – Related Party Transactions" and Note 17 to the accompanying financial statements.
- Share Price & Shareholder Rights - Risk 4Future sales by the Beasley family of our Class A Common Stock could adversely affect its market price.
Members of the Beasley family beneficially own the majority of all outstanding shares of Class B Common Stock, which is convertible to Class A Common Stock on a one-for-one basis. The market for our Class A Common Stock could change substantially if members of the Beasley family convert their shares of Class B Common Stock to shares of Class A Common Stock and then sell large amounts of shares of Class A Common Stock in the public market. These sales, or the possibility that these sales may occur, could make it more difficult for us to raise capital by selling equity or equity-related securities in the future.
- Share Price & Shareholder Rights - Risk 5The difficulties associated with any attempt to gain control of our Company may adversely affect the price of our Class A Common Stock.
Due to their large beneficial ownership of our Class B and Class A Common Stock, members of the Beasley family control the decision whether any change of control of the Company will occur. Moreover, some provisions of our amended certificate of incorporation, fourth amended and restated bylaws and Delaware law could make it more difficult for a third party to acquire control of us, even if a change of control could be beneficial to you. In addition, the Communications Act and FCC rules and policies limit the number of stations that one individual or entity can own, directly or by attribution, in a market. The FCC's media ownership rules remain in flux and subject to further agency and court proceedings. The FCC is required to review its media ownership rules quadrennially and determine if the rules remain necessary in the public interest as a result of competition. FCC approval for transfers of control of FCC licensees and assignments of FCC licenses are also required. Because of the limitations and restrictions imposed on us by these provisions and regulations, the trading price of our Class A Common Stock may be adversely affected.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.