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What changed in BEASLEY BROADCAST GROUP INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BEASLEY BROADCAST GROUP INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+232 added−207 removedSource: 10-K (2026-04-08) vs 10-K (2025-03-26)

Top changes in BEASLEY BROADCAST GROUP INC's 2025 10-K

232 paragraphs added · 207 removed · 151 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

33 edited+4 added−24 removed75 unchanged
Biggest changeAmong other things, the FCC: • determines the particular frequencies, locations, operating powers and other technical parameters of radio stations; • issues, renews, revokes, conditions and modifies radio station licenses; • determines whether to approve changes in ownership or control of radio station licenses; • regulates equipment used by radio stations; and • adopts and implements regulations and policies that directly or indirectly affect the ownership, operation, program content and employment practices of radio stations.
Biggest changeAmong other things, the FCC: • determines the particular frequencies, locations, operating powers and other technical parameters of radio stations; • issues, renews, revokes, conditions and modifies radio station licenses; • determines whether to approve changes in ownership or control of radio station licenses; • regulates equipment used by radio stations; and • adopts and implements regulations and policies that directly or indirectly affect the ownership, operation, program content and employment practices of radio stations. 3 Table of Contents The FCC has the power to impose penalties for violations of its rules that are implemented pursuant to the Communications Act of 1934, as amended (the “Communications Act”), including the imposition of monetary forfeitures, the issuance of short-term licenses, the imposition of conditions on the renewal of a license, and, in egregious cases, non-renewal of licenses and the revocation of licenses.
The FCC also permits AM and FM radio stations to operate FM translators and FM stations to operate FM booster stations. These are low power secondary stations that retransmit the programming of a radio station to portions of the station’s service area that the primary signal does not reach because of distance or terrain barriers.
The FCC also permits AM and FM radio stations to operate FM translators and FM stations to operate FM booster stations. These are low power secondary stations that retransmit the programming of a primary radio station to portions of the station’s service area that the primary signal does not reach because of distance or terrain barriers.
An “attributable” interest for purposes of the FCC’s broadcast ownership rules generally includes: (i) equity and debt interests which combined exceed 33% of a licensee’s total assets, if the interest holder supplies more than 15% of the licensee’s total weekly programming, or has an attributable same-market media interest, whether television or radio; (ii) a 5% or greater direct or indirect voting stock interest, including certain interests held in trust, unless the holder is a qualified passive investor in which case the threshold is a 20% or greater voting stock interest; (iii) any equity interest in a limited liability company or a partnership, including a limited partnership, unless properly “insulated” from management activities; and (iv) any position as an officer or director of a licensee or its direct or indirect parent.
An “attributable” interest for purposes of the FCC’s broadcast ownership rules generally includes: (i) equity and debt interests which combined exceed 33% of a licensee’s total assets, if the interest holder supplies more than 15% of the licensee’s total weekly programming, or has an attributable same-market media interest, whether television or radio; (ii) a 5% or greater direct or indirect voting stock interest, including certain interests held in trust, unless the holder is a qualified passive 5 Table of Contents investor in which case the threshold is a 20% or greater voting stock interest; (iii) any equity interest in a limited liability company or a partnership, including a limited partnership, unless properly “insulated” from management activities; and (iv) any position as an officer or director of a licensee or its direct or indirect parent.
This means that the materials in these stations’ public files are more widely accessible. Radio stations also must pay regulatory and application fees and follow various rules promulgated under the Communications Act.
This means that the materials in these stations’ public files are widely accessible. Radio stations also must pay regulatory and application fees and follow various rules promulgated under the Communications Act.
These reports will be available as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (the “SEC”). The SEC maintains an internet site, www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 10 Table of Contents
These reports will be available as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (the “SEC”). The SEC maintains an internet site, www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 9 Table of Contents
For example, the California Consumer Privacy Act (“CCPA”) establishes a new privacy framework that expands the definition of personal information, establishes new data privacy rights for consumers residing in the State of California, imposes special rules on the collection of consumer data from minors, creates new notice obligations and new limits on the sale of personal information, and creates a new and potentially severe statutory damages framework for (i) violations of the CCPA and (ii) businesses that fail to implement reasonable security procedures and practices to prevent data breaches.
For example, the California Consumer Privacy Act (“CCPA”) establishes a new privacy framework that expands the definition of personal information, establishes new data 8 Table of Contents privacy rights for consumers residing in the State of California, imposes special rules on the collection of consumer data from minors, creates new notice obligations and new limits on the sale of personal information, and creates a new and potentially severe statutory damages framework for (i) violations of the CCPA and (ii) businesses that fail to implement reasonable security procedures and practices to prevent data breaches.
Both agreements automatically renew for successive one-year periods unless either party gives a notice of proposed termination at least sixty days prior to a renewal date. We consider our relations with our employees to be good.
Both agreements automatically renew for successive one-year periods unless either party gives a notice of proposed termination at least 60 days prior to a renewal date. We consider our relations with our employees to be good.
In addition, our stations compete for audiences and advertising revenues with other media, including digital audio streaming, satellite radio, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, wireless media alternatives, cellular phones and other forms of audio 3 Table of Contents entertainment and advertisement.
In addition, our stations compete for audiences and advertising revenues with other media, including digital audio streaming, satellite radio, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, wireless media alternatives, cellular phones and other forms of audio entertainment and advertisement.
Our certificate of incorporation prohibits the ownership, voting and transfer of our capital stock in violation of the FCC restrictions, and prohibits the issuance of capital stock or the voting rights such capital stock represents 6 Table of Contents to or for the account of aliens or corporations otherwise subject to domination or control by aliens in excess of the FCC limits.
Our certificate of incorporation prohibits the ownership, voting and transfer of our capital stock in violation of the FCC restrictions, and prohibits the issuance of capital stock or the voting rights such capital stock represents to or for the account of aliens or corporations otherwise subject to domination or control by aliens in excess of the FCC limits.
Those rules regulate, among other things, political advertising, sponsorship identifications, the advertisement of contests and lotteries, employment practices, broadcast of obscene and indecent content, and technical operations, including limits on human exposure to radio frequency radiation.
Those rules regulate, among other things, political advertising, sponsorship identifications, the advertisement of contests and lotteries, employment 6 Table of Contents practices, broadcast of obscene and indecent content, and technical operations, including limits on human exposure to radio frequency radiation.
Under the currently effective rules, a licensee is required to present programming that is responsive to issues of the radio station’s community of license and to maintain records demonstrating this responsiveness. All of our radio stations are required to maintain their public inspection files online on an FCC maintained website rather than in their physical studios.
Under the currently effective rules, a licensee is required to present programming that is responsive to issues of the radio station’s community of license and to maintain records demonstrating this responsiveness. All of our radio stations are required to maintain their public inspection files online on an FCC maintained website.
Such matters may include: • changes in the FCC’s multiple-ownership rules and attribution policies; • regulatory fees, spectrum use fees or other fees on FCC licenses; • changes in laws with respect to foreign ownership of broadcast licenses; • revisions to the FCC’s rules relating to political broadcasting, including proposals to give free airtime to candidates and other changes regarding political advertising rates, sponsorship disclosure and political file recordkeeping obligations; • technical and frequency allocation matters; • proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages on the radio; • proposals to restrict or prohibit the advertising of online casinos, online sports betting services and fantasy sports services and prescription drugs; • proposals to require radio broadcasters to pay royalties to musicians and record labels for the performance of music played on the stations; 8 Table of Contents • proposals to limit the tax deductibility of or impose sales tax on advertising expenses by advertisers; • proposals to regulate or prohibit payments to stations by independent record promoters, record labels and others for the inclusion of specific content in broadcast programming; and • proposals in legislation to strengthen protections against online infringement of intellectual property that would impose criminal penalties on content providers, including broadcasters, that fail to comply with legal requirements to file reports regarding internet streaming in a timely manner.
Such matters may include: • changes in the FCC’s multiple ownership rules and attribution policies; • regulatory fees, spectrum use fees or other fees on FCC licenses; • changes in laws with respect to foreign ownership of broadcast licenses; • revisions to the FCC’s rules relating to political broadcasting, including proposals to give free airtime to candidates and other changes regarding political advertising rates, sponsorship disclosure and political file recordkeeping obligations; • technical and frequency allocation matters; 7 Table of Contents • proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages on the radio; • proposals to restrict or prohibit the advertising of online casinos, online sports betting services and fantasy sports services and prescription drugs; • proposals to require radio broadcasters to pay royalties to musicians and record labels for the performance of music played on the stations; • proposals to limit the tax deductibility of or impose sales tax on advertising expenses by advertisers; • proposals to regulate or prohibit payments to stations by independent record promoters, record labels and others for the inclusion of specific content in broadcast programming; • proposals in legislation to strengthen protections against online infringement of intellectual property that would impose criminal penalties on content providers, including broadcasters, that fail to comply with legal requirements to file reports regarding internet streaming in a timely manner; and • proposals regarding the use or restrictions on use of artificial intelligence ("AI"), including the requirement for radio broadcasters to disclose on-air and in their public files when a political advertisement contains AI-generated content.
In October 2020, the FCC adopted rules to streamline the timeline for the required review of these requests by Executive Branch agencies and to require licensees to respond to a standardized set of national security and law enforcement questions.
The FCC has adopted rules to streamline the timeline for the required review of these requests by Executive Branch agencies and to require licensees to respond to a standardized set of national security and law enforcement questions.
Current rules and regulations of the Federal Communications Commission (“FCC”) do not permit us to add more AM or FM stations to our Philadelphia, PA market cluster, or more FM stations to our Augusta, GA, Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV and Tampa-Saint Petersburg, FL market clusters.
Current rules and regulations of the Federal Communications Commission (“FCC”) do not permit us to add more AM or FM stations to our Philadelphia, PA market cluster, or more FM stations to our Augusta, GA, Boston, MA, Charlotte, NC, Fayetteville, NC, and Las Vegas, NV market clusters.
In September 2024, the FCC adopted an Order modifying certain rules applicable to HD radio operations that will improve digital FM signal quality and coverage while minimizing harmful interference to adjacent-channel stations and will permit licensees to implement changes through a notification procedure.
We currently utilize HD Radio digital technology on most of our stations. In September 2024, the FCC adopted an Order modifying certain rules applicable to HD radio operations that will improve digital FM signal quality and coverage while minimizing harmful interference to adjacent-channel stations and will permit licensees to implement changes through a notification procedure.
Stations can set up specific areas or zones with a different booster for each zone to allow the boosters to provide geo-targeted content to specific portions of a station’s service area.
Stations can set up specific areas or zones with a different booster for each zone to allow the boosters to provide geo-targeted content to specific portions of a station’s service area. Several of our AM stations operate FM translators.
Boosters operate on the same frequency as the station being retransmitted and translators operate on a different frequency. In November 2024, the FCC adopted rules that will permit FM booster stations to originate content that is different from the programming on a primary station for up to three minutes per hour.
Boosters operate on the same frequency as the station being retransmitted and translators operate on a different frequency. The FCC permits FM booster stations to originate content that is different from the programming on a primary station for up to three minutes per hour.
In December 2023, the FCC allowed applicants seeking to operate new LPFM stations to file applications, and it is now reviewing applications filed. Rules and Regulations Regarding Indecency, Sponsorship ID and EAS Signals. The FCC’s rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 am and 10 pm.
In December 2023, the FCC allowed applicants seeking to operate new LPFM stations to file applications, and has subsequently granted at least 635 of these applications. Rules and Regulations Regarding Indecency and Sponsorship ID. The FCC’s rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 am and 10 pm.
Human Capital Resources As of March 18, 2025, we had a staff of 542 full-time employees and 270 part-time employees. We are a party to two separate collective bargaining agreements with the American Federation of Television and Radio Artists.
Human Capital Resources As of April 1, 2026, we had a staff of 460 full-time employees and 244 part-time employees. We are a party to two separate collective bargaining agreements with the American Federation of Television and Radio Artists.
In determining whether to grant such approval, the FCC considers, among other things: • compliance with the various rules limiting common ownership of media properties in a given market; • the character of the proposed licensee and those persons holding attributable interests in the licensee; and • compliance with the Communications Act’s limitations on alien ownership as well as compliance with other FCC regulations and policies. 5 Table of Contents To obtain FCC consent to assign or transfer control of a broadcast license, appropriate applications must be filed with the FCC.
In determining whether to grant such approval, the FCC considers, among other things: • compliance with the various rules limiting common ownership of media properties in a given market; • the character of the proposed licensee and those persons holding attributable interests in the licensee; and • compliance with the Communications Act’s limitations on alien ownership as well as compliance with other FCC regulations and policies.
We cannot predict whether Congress will consider or adopt further legislation in this area. FCC regulations require a radio station to include an on-air announcement that identifies the sponsor of all advertisements and other content broadcast by any radio station for which any money, service or other valuable consideration is received.
FCC regulations require a radio station to include an on-air announcement that identifies the sponsor of all advertisements and other content broadcast by any radio station for which any money, service or other valuable consideration is received.
The technology is also known as “HD Radio.” The advantages of digital audio broadcasting over traditional analog broadcasting technology include improved sound quality, the ability to broadcast additional channels, and the ability to offer a greater variety of auxiliary services. We currently utilize HD Radio digital technology on most of our stations.
HD Radio The FCC allows AM and FM radio stations to use In-Band On-Channel technology for digital operations. The technology is also known as “HD Radio.” The advantages of digital audio broadcasting over traditional analog broadcasting technology include improved sound quality, the ability to broadcast additional channels, and the ability to offer a greater variety of auxiliary services.
Low power FM (“LPFM”) stations operate in the existing FM radio band with a maximum operating power of 100 watts. FCC regulations regarding eligibility for and licensing of low power FM radio stations have expanded licensing opportunities for low power FM radio stations.
Rules to allow AM stations to voluntarily convert to all-digital operations became effective in 2021. Low power FM (“LPFM”) stations operate in the existing FM radio band with a maximum operating power of 100 watts. FCC regulations regarding eligibility for and licensing of low power FM radio stations have expanded licensing opportunities for LPFM stations.
Additional federal, state, and territorial laws and regulations may be adopted with respect to the Internet or other online services, covering such issues as user privacy, child safety, data security, advertising, product and service endorsements, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services. 9 Table of Contents HD Radio In 2002, the FCC selected In-Band On-Channel technology as the exclusive technology for the introduction of terrestrial digital operations by AM and FM radio stations.
Additional federal, state, and territorial laws and regulations may be adopted with respect to the Internet or other online services, covering such issues as user privacy, child safety, data security, advertising, product and service endorsements, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services.
The revised rules require licensees to obtain from entities that lease airtime on a station either a written certification using a certification template provided by the FCC or screenshots of certain governmental websites for foreign media outlets showing that the lessee is not listed on the websites.
Under rules that have been adopted but will not become effective until at least June 2026, licensees must obtain from entities that lease airtime on a station either a written certification using a certification template provided by the FCC or screenshots of certain governmental websites for foreign media outlets showing that the lessee is not listed on the websites.
Interested parties, including members of the public, have the opportunity to file objections against assignment and transfer of control applications. Multiple Ownership Rules.
To obtain FCC consent to assign or transfer control of a broadcast license, appropriate applications must be filed with the FCC. Interested parties, including members of the public, have the opportunity to file objections against assignment and transfer of control applications. Multiple Ownership Rules.
Transfers or Assignment of License. The Communications Act prohibits the assignment of broadcast licenses or the transfer of control of a broadcast licensee without the prior approval of the FCC.
The FCC has clarified that the rules will apply not only to leases of programming time, but also to issue advertisements and paid public service announcements. Transfers or Assignment of License. The Communications Act prohibits the assignment of broadcast licenses or the transfer of control of a broadcast licensee without the prior approval of the FCC.
Radio stations are required to take certain actions to determine if an entity leasing airtime from it is covered by the new rules.
The FCC has adopted rules that require broadcast stations to disclose when foreign governmental entities have paid a station, directly or indirectly, to broadcast programming under a lease time agreement. Radio stations are required to take certain actions to determine if an entity leasing airtime from the station is covered by the new rules.
We must pay royalties to copyright owners of musical compositions (typically, songwriters and publishers) whenever we broadcast or stream musical compositions.
The FCC permits broadcast stations to use online job postings as their sole means of recruiting, as long as online postings reach all segments of a broadcaster’s community. Content Licenses and Royalties. We must pay royalties to copyright owners of musical compositions (typically, songwriters and publishers) whenever we broadcast or stream musical compositions.
Fines for such violations can be substantial as they are dependent on the number of times a particular advertisement is broadcast. In April 2021, the FCC adopted rules that require broadcast stations to disclose when foreign governmental entities have paid a station, directly or indirectly, to broadcast programming under a lease time agreement.
Fines for such 4 Table of Contents violations can be substantial as they are dependent on the number of times a particular advertisement is broadcast.
Although the 2018 quadrennial review was still pending, in December 2022, the FCC issued a public notice to begin its statutorily mandated 2022 quadrennial review. In December 2023, the FCC issued an Order in the 2018 quadrennial review, which concluded that no significant changes to any of the multiple ownership rules were necessary.
After a protracted legal battle, the FCC's 2017 elimination of the newspaper-broadcast and radio-television cross-ownership rules, and certain changes to the local television ownership rule became effective in June 2021. In December 2023, the FCC issued an Order in the 2018 quadrennial review concluding that no significant changes to any of the multiple ownership rules were necessary.
Under these rules, full power stations may only bring an interference complaint if they experience interference in an area that is inside the station’s 45 dBu contour. Rules to allow AM stations to voluntarily convert to all-digital operations became effective in 2021. The FCC has adopted rules establishing a low power radio service.
Since translators are secondary to full power stations, it is possible that translators we operate could be displaced by full power stations. Full power stations may bring an interference complaint if they experience interference from a translator in an area that is inside the full power station’s 45 dBu contour.
The Order made permanent the contour overlap method used to evaluate the number of radio stations in areas that are outside Nielsen rated markets. The 2022 quadrennial review remains pending. Programming and Operations. The Communications Act requires broadcasters to serve the public interest.
The Order made permanent the contour overlap method used to evaluate the number of radio stations in areas that are outside Nielsen rated markets. Several broadcasters, including the Company, filed an appeal of the FCC’s Order. In July 2025, a federal court overturned certain parts of the FCC’s regulation of television ownership but left the Local Radio Ownership Rule intact.
Removed
Reverse Stock Split On September 23, 2024, the Company effected a 1-for-20 reverse stock split of the Company’s Class A Common Stock and Class B Common Stock (the “Reverse Stock Split”).
Added
The FCC has advised that it will continue to pursue enforcement actions in egregious cases. We cannot predict whether Congress will consider or adopt further legislation in this area.
Removed
As a result of the Reverse Stock Split, every 20 shares of the Company’s Class A Common Stock issued and outstanding were automatically converted into one share of Class A Common Stock, and every 20 shares of the Company’s Class B Common Stock issued and outstanding were automatically converted into one share of Class B Common Stock.
Added
In February 2025, the FCC issued an Enforcement Advisory reminding radio broadcasters that manipulating airplay based on an artist's willingness to participate in station promotions or events is illegal unless stations broadcast appropriate sponsorship identification announcements.
Removed
No fractional shares of Class A Common Stock or Class B Common Stock were issued in connection with the Reverse Stock Split. Holders of Class A Common Stock or Class B Common Stock received cash in lieu of fractional shares.
Added
In September 2025, the FCC released a Notice of Proposed Rulemaking in the 2022 quadrennial review seeking updated public comment on the FCC’s broadcast ownership rules, including the Local Radio Ownership Rule, and whether the FCC should modify or eliminate the rules in response to changes and competition in the media marketplace.
Removed
The Reverse Stock Split had no effect on the par value of the Company’s Class A Common Stock or Class B Common Stock, which remained $0.001 per share, and had no effect on the number of authorized shares of the Company’s Class A Common Stock or Class B Common Stock.
Added
We have filed comments recommending that the Local Radio Ownership rule be eliminated. Programming and Operations. The Communications Act requires broadcasters to serve the public interest.
Removed
Following the Reverse Stock Split, the Class A Common Stock continued to be traded on the Nasdaq Capital Market under the symbol “BBGI” on a split-adjusted basis beginning on September 24, 2024.
Removed
In addition, consistent with the terms of the Company's 2007 Equity Incentive Award Plan (the "2007 Plan") and outstanding awards granted under the 2007 Plan, the total number of shares of Class A Common Stock issuable upon exercise, vesting or settlement of such awards and the total number of shares of Class A Common Stock remaining available for future awards under the 2007 Plan, as well as any share-based limits in the 2007 Plan, were proportionately reduced, and any fractional shares resulting therefrom were rounded down to the nearest whole share.
Removed
Furthermore, the exercise prices of any outstanding options under the 2007 Plan were proportionately increased based on the Reverse Stock Split ratio, and the resulting exercise prices were rounded up to the nearest whole cent.
Removed
All share and share-related information presented in the condensed consolidated financial statements, for all periods presented, has been retroactively adjusted to reflect the Reverse Stock Split.
Removed
The FCC has the power to impose penalties for violations of its rules that are implemented pursuant to the Communications Act of 1934, as amended (the “Communications Act”), including the imposition of monetary forfeitures, the issuance of short-term licenses, the imposition of conditions on the renewal of a license, and, in egregious cases, non-renewal of licenses and the revocation of licenses.
Removed
The new rules will become effective following approval by the Office of Management and Budget (“OMB”). 4 Table of Contents An Order adopted by the FCC in 2016 to revitalize the AM band implemented several rule changes impacting the technical operations of AM stations, including relaxation of the daytime community coverage requirements and elimination of the nighttime community coverage requirements for existing AM stations.
Removed
In addition, to increase the number of FM translators that are available for AM stations, the FCC authorized two specialized FM translator filing windows for AM stations. Several of our AM Stations filed applications during these windows and received licenses for translators.
Removed
Since translators are secondary to full power stations, it is possible that translators we operate could be displaced by full power stations. In August 2019, new rules setting out specific procedures to be used to resolve complaints of interference between FM translators and full power stations became effective.
Removed
The FCC has advised that it will continue to pursue enforcement actions in egregious cases while it conducts its review of its indecency policies generally. In March 2015, the FCC issued a Notice of Apparent Liability for the then maximum forfeiture amount of $325,000 against a television station for violation of its indecency policy.
Removed
The National Association of Broadcasters (the “NAB”) filed an appeal of the new rules, and in July 2021, the DC Circuit Court of Appeals struck down one aspect of the new rules that would have required stations to independently check certain government databases to determine if entities leasing programming were listed.
Removed
In October 2021, the FCC adopted a new rulemaking proceeding that would require broadcasters to follow a revised procedure to determine whether entities leasing airtime are foreign governmental entities and to upload certifications to their online public files. The FCC adopted revised rules in May 2024.
Removed
The revisions also clarified that the rules will apply to issue advertisements as well as paid public service announcements. These revised requirements will not become effective until necessary approvals from the OMB are received. The NAB filed an appeal of the FCC Order revising the rules and has also asked the OMB to block the effectiveness of the revised rules.
Removed
In August 2016, the FCC released an Order in a proceeding that combined the 2010 and 2014 quadrennial reviews which retained most of the existing multiple ownership rules.
Removed
In November 2017, the FCC released an Order on Reconsideration that eliminated the newspaper-broadcast and television-radio cross ownership rules, relaxed the local television ownership rule and eliminated the attribution of JSAs between television stations. The rule changes went into effect on February 7, 2018.
Removed
However, several public interest organizations filed petitions for review with the Court of Appeals for the Third Circuit, the same court that considered challenges to prior ownership orders issued by the FCC. In an Order adopted in September 2019, the Third Circuit vacated the FCC’s November 2017 Reconsideration Order.
Removed
The FCC and the intervenors petitioned the Third Circuit for en banc review in November 2019, which the Third Circuit denied. Following the denial, in November 2019, a mandate reinstating the newspaper-broadcast and radio-television cross-ownership rules was issued.
Removed
In April 2021, the Supreme Court in a unanimous decision reinstated the FCC’s 2017 Reconsideration Order, which resulted in the elimination of the newspaper-broadcast and radio television cross-ownership rules and changes to the local television ownership rule. In June 2021, the FCC’s Media Bureau issued an Order formally implementing the changes reflected in the November 2017 Reconsideration Order.
Removed
In December 2018, the FCC launched its 2018 quadrennial review of multiple ownership rules. Because of the rule changes implemented as a result of the Supreme Court decision, in 2021, the Media Bureau asked parties to update the record in the currently pending 2018 quadrennial review.
Removed
In April 2017, the FCC issued a Declaratory Ruling permitting broadcast stations to use online job postings as their sole means of recruiting, as long as online postings reach all segments of a broadcaster’s community. In February 2024, the FCC adopted an Order reinstating rules requiring broadcasters to annually report information on the composition of their workforce.
Removed
The requirement to file 7 Table of Contents this information has been suspended for almost two decades. The filing requirement had been scheduled to go into effect in September 2024, but the FCC announced that it was suspended until further notice. Several parties have filed appeals of the Order and Petitions for Reconsideration with the FCC. Content Licenses and Royalties.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

45 edited+27 added−3 removed107 unchanged
Biggest changeOur technology security initiatives, disaster recovery plans and security measures may not be adequate or implemented properly to prevent a material cyberattack or business disruption. Because we make extensive use of third-party providers, such as cloud computing services, successful cyberattacks that disrupt or compromise third- party IT Systems may materially impact our operations and results.
Biggest changeBecause we make extensive use of third-party providers, such as cloud computing services, successful cyberattacks that disrupt or compromise third- party IT Systems may materially impact our operations and results. We and our third-party providers face constant cybersecurity treats and cyber-attacks, including, but not limited to, phishing attacks, ransomware attacks, and denial of service attacks.
Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could have a material adverse effect on our financial condition, results of operations and cash flows.
Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could have a material adverse effect on our financial condition, results of operations and cash flows.
Moreover, remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.
Moreover, remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.
We face risks related to health epidemics, natural disasters, terrorism and other catastrophes, which have materially and adversely affected our results of operations, liquidity and financial condition.
We face risks related to health epidemics, natural disasters, war, terrorism and other catastrophes, which have materially and adversely affected our results of operations, liquidity and financial condition.
In addition, the FCC has recently increased its enforcement of certain regulations, including regulations requiring a radio station to include an on-air announcement which identifies the sponsor of all advertisements and other content broadcast by any radio station for which any money, service or other valuable consideration is received, requiring all radio stations to maintain online public inspection files hosted on an FCC database that is easily accessible by members of the public and the FCC, and prohibiting the transmission of EAS tones or simulations thereof in the absence of an actual emergency or authorized test.
In addition, the FCC has increased its enforcement of certain regulations, including regulations requiring a radio station to include an on-air announcement which identifies the sponsor of all advertisements and other content broadcast by any radio station for which any money, service or other valuable consideration is received, requiring all radio stations to maintain complete and timely online public inspection files hosted on an FCC database that is easily accessible by members of the public and the FCC, and prohibiting the transmission of EAS tones or simulations thereof in the absence of an actual emergency or authorized test.
These risks include, but are not limited to: 11 Table of Contents • shifts in population, demographics or audience preferences and behaviors; • increased competition for advertising revenues with other radio stations, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, podcasts, smart phones, tablets, and other wireless media, the internet, social media, smart speakers and other forms of advertising; technological developments, including artificial intelligence and dislocation of advertising operations from new technologies and media buying trends; • increased competition for advertising revenues from Amazon, Apple, Meta and Alphabet; • increased consolidation among our competitors and peers resulting in additional competitive pressures; and • changes in laws, government regulations and policies and actions of federal regulatory bodies, including the FCC, Internal Revenue Service, the Department of Justice, and the Federal Trade Commission.
These risks include, but are not limited to: 10 Table of Contents • shifts in population, demographics or audience preferences and behaviors; • increased competition for advertising revenues with other radio stations, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, podcasts, smart phones, tablets, and other wireless media, the internet, social media, smart speakers and other forms of advertising; technological developments, including AI and dislocation of advertising operations from new technologies and media buying trends; • increased competition for advertising revenues from Amazon, Apple, Meta and Alphabet; • increased consolidation among our competitors and peers resulting in additional competitive pressures; and • changes in laws, government regulations and policies and actions of federal regulatory bodies, including the FCC, Internal Revenue Service, the Department of Justice, and the Federal Trade Commission.
It is currently unknown what proposed legislation, if any, will become law, whether industry groups will enter into an agreement with respect to performance fees, and what significance this royalty would have on our results from operations, cash flows or financial position. We depend on selected market clusters of stations for a material portion of our net revenue.
It is currently unknown what proposed legislation, if any, will become law, whether industry groups will enter into an agreement with respect to performance fees, and what significance this royalty would have on our results from operations, cash flows or financial position. 14 Table of Contents We depend on selected market clusters of stations for a material portion of our net revenue.
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. 19 Table of Contents The difficulties associated with any attempt to gain control of our Company may adversely affect the price of our Class A Common Stock.
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. The difficulties associated with any attempt to gain control of our Company may adversely affect the price of our Class A Common Stock.
Online music services such as 14 Table of Contents Amazon Music Unlimited, Apple Music, Pandora and Spotify are not regulated by the FCC; therefore, they are not subject to any ownership restrictions or FCC regulations governing their operations. Our ability to compete with online music services may be impeded because of the extensive FCC regulations to which we are subject.
Online music services such as Amazon Music Unlimited, Apple Music, Pandora and Spotify are not regulated by the FCC; therefore, they are not subject to any ownership restrictions or FCC regulations governing their operations. Our ability to compete with online music services may be impeded because of the extensive FCC regulations to which we are subject.
Any adverse changes in particular programs, formats or on-air talent could have a material adverse effect on our ratings and our ability to attract advertisers, which would negatively impact our business, financial condition or results of operations. 18 Table of Contents Our success depends on our ability to identify, consummate and integrate acquired stations.
Any adverse changes in particular programs, formats or on-air talent could have a material adverse effect on our ratings and our ability to attract advertisers, which would negatively impact our business, financial condition or results of operations. Our success depends on our ability to identify, consummate and integrate acquired stations.
Ratings for broadcast stations and the amount of traffic on a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives. Poor ratings or traffic levels can lead to a reduction in pricing and advertising revenues.
Ratings for broadcast stations and the amount of traffic on a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives. Poor ratings or traffic levels can lead to 12 Table of Contents a reduction in pricing and advertising revenues.
In addition, political advertising revenue is dependent on the level of political advertising expenditures and competitiveness of particular races within each local market. If we are unable to develop compelling and differentiated digital content, products and services, our advertising revenues could be adversely affected.
In addition, political advertising revenue is dependent on the level of political advertising expenditures and competitiveness of particular races within each local market. If we are unable to develop compelling and differentiated digital content, products and services, or maintain or increase our digital advertising revenue, our advertising revenues could be adversely affected.
The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects.
The existence of inflation in the economy has resulted in, and may continue to result in, elevated or higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects.
Additionally, unfavorable changes in economic conditions, political conditions, labor conditions, changing laws or tariffs, as well as declining consumer confidence, recession and other factors could lead to decreased demand for advertising and negatively impact our advertising revenues and our results of operations.
Additionally, unfavorable changes in economic conditions, political conditions, labor conditions, changing laws or tariffs, unfavorable trade policies or regulations, as well as declining consumer confidence, recession and other factors could lead to decreased demand for advertising and negatively impact our advertising revenues and our results of operations.
Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are increasingly sophisticated in using techniques and tools – including generative and other artificial intelligence – that circumvent security controls, evade detection and remove forensic evidence.
Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are increasingly sophisticated in using techniques and tools – including generative and other AI – that circumvent security controls, evade detection and remove forensic evidence.
Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are increasingly sophisticated in using techniques and tools – including generative and other artificial intelligence – that circumvent security controls, evade detection and remove forensic evidence.
Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are increasingly sophisticated in using techniques and tools – including generative and other AI – that circumvent security controls, evade detection and remove forensic evidence.
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.
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 19 Table of Contents of control of FCC licensees and assignments of FCC licenses are also required.
These other media platforms include broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other 12 Table of Contents wireless media, the internet, social media, smart speakers, podcasts and other forms of advertising.
These other media platforms include broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the internet, social media, smart speakers, podcasts and other forms of advertising.
The stations located in Boston, MA, Detroit, MI and Philadelphia, PA contributed 58% of our net revenue in 2024.
The stations located in Boston, MA, Detroit, MI and Philadelphia, PA contributed 58% of our net revenue in 2025.
We also maintain reserves to cover the uncollectibility of a portion of our accounts receivable, however, the estimate, which is based on current information, may differ from actual results. A future impairment of our FCC licenses could adversely affect our operating results. As of December 31, 2024, our FCC licenses represented 71% of our total assets.
We also maintain reserves to cover the uncollectibility of a portion of our accounts receivable, however, the estimate, which is based on current information, may differ from actual results. Impairment of our FCC licenses could adversely affect our operating results. As of December 31, 2025, our FCC licenses represented 52% of our total assets.
We are required to test our FCC licenses for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our FCC licenses might be impaired, and we have, from time to time, recorded impairment charges as a result of such tests.
We are required to test our FCC licenses for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our FCC licenses might be impaired, and we have recorded impairment charges as a result of such tests and may record future impairments.
For further discussion, see “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates” of this report. We have substantial debt that could have important consequences to you . We have debt that is substantial in relation to our equity.
For further discussion, see “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates” of this report. We have substantial debt that could have important consequences to you .
We are exposed to credit risk on our accounts receivable. This risk is heightened during periods of uncertain economic conditions. Our outstanding accounts receivable are not covered by collateral or credit insurance.
This risk is heightened during periods of uncertain economic conditions. Our outstanding accounts receivable are not covered by collateral or credit insurance.
The non-renewal, or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse effect on us. All our station licenses were renewed for full eight-year terms in the most recent renewal cycle, which concluded in August 2022.
The non-renewal, or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse effect on us. All our station 13 Table of Contents licenses were renewed for full eight-year terms in the most recent renewal cycle, which concluded in August 2022. The next renewal cycle begins in June 2027.
Accordingly, we have greater exposure to adverse events or conditions in any of these markets, such as changes in the economy, shifts in population 15 Table of Contents or demographics, or changes in audience tastes, or local government actions, which could adversely impact our results from operations, cash flows or financial position.
Accordingly, we have greater exposure to adverse events or conditions in any of these markets, such as changes in the economy, shifts in population or demographics, or changes in audience tastes, or local government actions, which could adversely impact our results from operations, cash flows or financial position. We are exposed to credit risk on our accounts receivable.
In addition, changes in ratings methodology and technology could adversely impact our ratings and negatively affect our advertising revenues. 13 Table of Contents Finally, the costs of developing and distributing content and programming most popular with the public may change significantly if new performance royalties (such as those that have been proposed by members of Congress from time to time) are imposed upon radio broadcasters or internet operators, and such changes could have a material impact upon our business.
Finally, the costs of developing and distributing content and programming most popular with the public may change significantly if new performance royalties (such as those that have been proposed by members of Congress from time to time) are imposed upon radio broadcasters or internet operators, and such changes could have a material impact upon our business.
For example, if there is an event causing a change of programming at one of our stations, there could be no assurance that any replacement programming would generate the same level of ratings, revenues, or profitability as the previous programming.
For example, if there is an event causing a change of programming at one of our stations, there could be no assurance that any replacement programming would generate the same level of ratings, revenues, or profitability as the previous programming. In addition, changes in ratings methodology and technology could adversely impact our ratings and negatively affect our advertising revenues.
We and our third-party providers face constant cybersecurity treats and cyber-attacks, including, but not limited to, phishing attacks, ransomware attacks, and denial of service attacks. [LW1] While no cyber-attack has had a material impact thus far, there can be no guarantee that a future attack will not materially impact our financial condition, results of operations or cash flows, due to, among other things, the loss of Confidential Data, interruptions to our operations, damage to our reputation, and regulatory investigations or legal proceedings (including class actions).
While no cyber-attack has had a material impact thus far, there can be no guarantee that a future attack will not materially impact our financial condition, results of operations or cash flows, due to, among other things, the loss of Confidential Data, interruptions to our operations, damage to our reputation, and regulatory investigations or legal proceedings (including class actions).
Additionally, our properties may be impacted by extreme weather conditions, including wildfires, floods, drought, loss of power, heat waves, heavy precipitation or storms, and other climate change impacts.
Additionally, our properties may be impacted by extreme weather conditions, including wildfires, floods, drought, loss of power, heat waves, heavy precipitation or storms, with increasing frequencies exacerbated by climate change and other factors in the future.
As a result, our ability to identify and consummate future acquisitions is uncertain. In addition, our consummation of all future acquisitions is subject to various conditions, including FCC and other regulatory approvals. The FCC must approve any transfer of control or assignment of broadcast licenses. In addition, acquisitions may encounter intense scrutiny under federal and state antitrust laws.
As a result, our ability to identify and consummate future acquisitions is uncertain. 18 Table of Contents In addition, our consummation of all future acquisitions is subject to various conditions, including FCC and other regulatory approvals. The FCC must approve any transfer of control or assignment of broadcast licenses.
The fair value measurements for our FCC licenses use significant unobservable inputs which reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk.
The fair value measurements for our FCC licenses use significant unobservable inputs which reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk. Material impairment charges could adversely affect our results of operations and financial condition.
We have acquired companies and may acquire companies in the future, which exposes us to additional, incremental cybersecurity risks and vulnerabilities. 17 Table of Contents In addition, our business processes and IT Systems need to be sufficiently scalable to support the future growth of our business and may require modifications or upgrades that expose us to similar risks of damage or disruption.
In addition, our business processes and IT Systems need to be sufficiently scalable to support the future growth of our business and may require modifications or upgrades that expose us to similar risks of damage or disruption.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or effective in protecting our information technology systems and confidential information Our business is dependent upon the proper functioning of our business processes and information systems, and modification or interruption of such systems may disrupt our business, processes and internal controls.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or effective in protecting our information technology systems and confidential information.
Our business depends upon the continued efforts, abilities and expertise of our executive officers and other key employees. The unique combination of skills and experience possessed by our key executives would be difficult to replace, and the loss of a key executive could impair our ability to execute our operating and acquisition strategies.
The unique combination of skills and experience possessed by our key executives would be difficult to replace, we have lost key executives and employees in the past and the loss of other key executives or employees could impair our ability to execute our operating and acquisition strategies.
If we cannot continue to develop and improve our advertising products and services, or if prices for our advertising products and services decrease, our digital advertising revenues could be adversely affected. Our success is dependent upon audience acceptance of our content, particularly our audio programs, which is difficult to predict.
If we cannot continue to develop and improve our advertising products and services, or if prices for our advertising products and services decrease, our digital advertising revenues could be adversely affected.
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. 16 Table of Contents Our corporate offices and several of our stations are located in areas that could be affected by hurricanes, extreme weather and other climate change conditions.
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.
We carry property damage insurance on all of our properties and business interruption insurance on some of our properties, but there can be no assurance that such insurance would be adequate to cover all of our losses related to extreme weather and climate change.
We carry property damage insurance on all of our properties and business interruption insurance on some of our properties, but there can be no assurance that such insurance would be adequate to cover all of our losses related to extreme weather and climate change. 16 Table of Contents The failure or destruction of the internet, satellite systems and transmitter facilities that we depend upon to distribute our programming could adversely affect our operating results.
The current maximum permitted fines for an indecency violation is $508,373 per incident and $4,692,668 for any continuing violation arising from a single act or failure to act.
The current maximum permitted fines for an indecency violation is $508,373 per incident and $4,692,668 for any continuing violation arising from a single act or failure to act. The FCC has advised that it will continue to pursue enforcement actions in egregious cases while it conducts a review of its indecency policy generally.
This makes detecting, investigating, remediating and recovering from attacks or incidents and avoiding a material adverse impact to our systems or information extremely challenging.
This makes detecting, investigating, remediating and recovering from attacks or incidents and avoiding a material adverse impact to our systems or information extremely challenging. We have acquired companies and may acquire companies in the future, which exposes us to additional, incremental cybersecurity risks and vulnerabilities.
A decline in our audience share or advertising rates in a particular market may cause a decline in the revenue and cash flows of our stations located in that market. Our stations compete for audiences and advertising revenues within their respective markets directly with other stations, as well as with other media platforms and companies selling digital advertising.
A decline in our audience share or advertising rates in a particular market may cause a decline in the revenue and cash flows of our stations located in that market.
Distribution may be disrupted due to one or more third parties losing their ability to provide particular services to us, which could adversely affect our distribution capabilities.
We do not control these third parties or the quality, security or testing of various third-party software, hardware or infrastructure products that are utilized in our business. Distribution may be disrupted due to one or more third parties losing their ability to provide particular services to us, which could adversely affect our distribution capabilities.
The failure or destruction of the internet, satellite systems and transmitter facilities that we depend upon to distribute our programming could adversely affect our operating results. We use studios, satellite systems, transmitter facilities and the internet to originate and/or distribute our station programs and commercials. We rely on third-party contracts and services to operate our origination and distribution facilities.
We use studios, satellite systems, transmitter facilities and the internet to originate and/or distribute our station programs and commercials. We rely on third-party contracts and services to operate our origination and distribution facilities. These third-party contracts and services include, but are not limited to, electrical power, satellite transponders, uplinks and downlinks and telecom circuits.
Any delays, injunctions, conditions or modifications by any government agencies could have a negative effect on us and result in the abandonment of all or part of attractive acquisition opportunities. Our success also depends on our ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto.
In addition, acquisitions may encounter intense scrutiny under federal and state antitrust laws. Any delays, injunctions, conditions or modifications by any government agencies could have a negative effect on us and result in the abandonment of all or part of attractive acquisition opportunities.
As of December 31, 2024, we had long-term debt, net of an unamortized premium, of $220.1 million and equity of $147.2 million. Our long-term debt is substantial in amount and could have an impact on you.
Our long-term debt is substantial in amount and could have an impact on you.
Florida is susceptible to hurricanes, and we have our corporate offices located in Naples, and stations located in Fort Myers and Tampa. These stations contributed 14% of our net revenue in 2024.
Our corporate offices and several of our stations are located in areas that could be affected by hurricanes, extreme weather and other climate change conditions. Florida is susceptible to hurricanes, and we have our corporate offices located in Naples, and stations located in other parts of Florida. These stations contributed 16% of our net revenue in 2025.
Removed
In a decision issued in June 2012, the Supreme Court did not find that the FCC’s indecency standards were inconsistent with the First Amendment, which means the FCC may continue to enforce the standards. The FCC has advised that it will continue to pursue enforcement actions in egregious cases while it conducts a review of its indecency policy generally.
Added
Additionally, lapses in U.S. federal government funding, such as the government shutdown experienced in the U.S. in October 2025, and other disruptions to government agency operations may have an adverse effect on our business and results of operations.
Removed
If actual future results are not consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future, which could be material and could adversely affect our results of operations and financial condition.
Added
Our stations compete for audiences and advertising revenues within their respective markets directly with other stations, as well as with other media platforms and companies selling 11 Table of Contents digital advertising.
Removed
These third-party contracts and services include, but are not limited to, electrical power, satellite transponders, uplinks and downlinks and telecom circuits. We do not control these third parties or the quality, security or testing of various third-party software, hardware or infrastructure products that are utilized in our business.
Added
We are highly dependent on our digital business, and any termination, change or decrease in our relationships with our largest digital advertising clients could have a material adverse effect on our revenue and profitability. If we do not maintain or increase our digital revenue, our business, results of operations and financial condition could be materially adversely affected.
Added
Our success is dependent upon audience acceptance of our content, particularly our audio programs, which is difficult to predict.
Added
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 and impacts our ability to continue as a going concern. We have debt that is substantial in relation to our accumulated deficit.
Added
As of December 31, 2025, we had long-term debt, net of an unamortized premium, of $218.6 million and stockholders' deficit of $176.4 million. In February 2026, we failed to make a scheduled interest payment on our long-term debt.
Added
While we are in discussions with various stakeholders with respect to a number of potential alternatives regarding a restructuring of the Company’s outstanding indebtedness, as of the filing of this report, no agreement has been reached regarding the restructuring of Company’s indebtedness, and no assurances can be given as to the timing or outcome of this process.
Added
If we are unable to refinance or otherwise extend our indebtedness prior to the scheduled maturity date, we may not have sufficient cash on hand to repay our long-term debt upon maturity, 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.
Added
We may not be successful 15 Table of Contents in improving our operations, securing additional liquidity or refinancing our outstanding indebtedness, and the feasibility of management’s strategic plans is contingent upon factors outside of our control.
Added
As such, this uncertainty raises substantial doubt about our ability to continue as a going concern for at least one year from the date of issuance of the financial statements included in this annual report.
Added
Our history of operating losses and negative cash flows from operations has raised substantial doubt about our ability to continue as a going concern for at least one year from the date of issuance of the financial statements included in this annual report, and management has concluded there is substantial doubt about our ability to continue as a going concern for at least one year from the date of issuance of the financial statements included in this annual report, and this may adversely affect our stock price, our ability to raise capital or enter into strategic transactions, and our relationships with key stakeholders.
Added
Our financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Added
We expect to continue to incur net operating losses for the near future, and we have concluded there is substantial doubt about our ability to continue as a going concern for at least one year from the date of issuance of the financial statements included in this annual report.
Added
This may adversely affect the price of our common stock, our ability to raise capital or enter into strategic transactions, and our relationship with key stakeholders.
Added
In March 2026, we entered into a Transaction Support Agreement (as defined below) with holders of a majority of our outstanding notes for certain Refinancing Transactions (as defined below), including an Exchange Offer and Tender Offer (each, as defined below), which if successfully completed would significantly reduce our outstanding indebtedness and improve our liquidity position.
Added
However, the completion of the Refinancing Transactions is subject to various conditions, and there can be no assurance that the Refinancing Transactions will be completed successfully or on the contemplated timeline.
Added
If our actions are not successful in restoring our debt covenant compliance and improving our liquidity and operating results, we may be forced to terminate, significantly curtail or cease our operations or to pursue other alternatives.
Added
Additionally, our independent registered public accounting firm has included in its audit opinion for the year ended December 31, 2025 an explanatory paragraph that there is substantial doubt as to our ability to continue as a going concern for at least one year from the date of issuance of the financial statements.
Added
The reaction of investors to the inclusion of a going concern statement by our auditors and our substantial doubt about our ability to continue as a going concern may materially adversely affect our share price and our ability to raise new capital or enter into strategic transactions.
Added
There is no assurance that funding will be available to us, will be obtained on favorable terms or will provide us with sufficient funds to meet our objectives.
Added
If we become unable to continue as a going concern, we may have to liquidate our assets or dissolve, and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements.
Added
Additionally, any integration of AI in our or any third-party providers’ operations, products or services is expected to pose new or unknown cybersecurity risks. Our technology security initiatives, disaster recovery plans and security measures may not be adequate or implemented properly to prevent a material cyberattack or business disruption.
Added
We may also be required to comply with evolving cybersecurity and data protection laws, regulations, and industry standards, including incident reporting, notification and disclosure requirements, which could increase compliance costs and exposure to enforcement.
Added
Although we maintain a cyber insurance policy, there is no guarantee that such coverage will be sufficient to address costs, liabilities and damages we may incur in connection with a cybersecurity 17 Table of Contents incident, that it will cover all types of events or losses (including fines, penalties or certain categories of business interruption), or that such coverage will continue to be available on commercially reasonable terms or at all.
Added
Our business is dependent upon the proper functioning of our business processes and information systems, and modification or interruption of such systems may disrupt our business, processes and internal controls.
Added
Our business depends upon the continued efforts, abilities and expertise of our executive officers and other key employees.
Added
Our success also depends on our ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeBeasley and other members of the Beasley family. 21 Table of Contents The office space in Fayetteville, NC is leased from Beasley Family Towers, LLC, 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.
Biggest changeThe office space in Fayetteville, NC is leased from Beasley Family Towers, LLC, 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.
PR OPERTIES As of March 18, 2025, we own or lease property in the following locations: Location Description Owned/Leased Augusta, GA Office space for stations Owned Land for office space Related party lease Boston, MA Office space for stations Third-party lease Camden, NJ Office space for stations Owned Charlotte, NC Office space for stations Third-party lease Detroit, MI Office space for stations Owned Estero, FL Office space for stations Related party lease Fayetteville, NC Office space for stations Related party lease Las Vegas, NV Office space for stations Related party lease Middlesex, NJ Office space for stations Owned Monmouth, NJ Office space for stations Owned Morristown, NJ Office space for stations Owned Naples, FL Office space Related party lease Philadelphia, PA Office space for stations Third-party lease Tampa, FL Office space for stations Third-party lease The land for office space in Augusta, GA is leased from GGB Augusta, LLC, which is held by a trust for the benefit of Caroline Beasley, our Chief Executive Officer and a member of our Board, Bruce Beasley, our President and a member of our Board, Brian Beasley, our Chief Operating Officer and a member of our Board, and other members of the Beasley family.
PR OPERTIES As of April 1, 2026, we own or lease property in the following locations: Location Description Owned/Leased Augusta, GA Office space for stations Owned Land for office space Related party lease Boston, MA Office space for stations Third-party lease Camden, NJ Office space for stations Owned Charlotte, NC Office space for stations Third-party lease Detroit, MI Office space for stations Owned Fayetteville, NC Office space for stations Related party lease Las Vegas, NV Office space for stations Third-party lease Middlesex, NJ Office space for stations Owned Monmouth, NJ Office space for stations Owned Morristown, NJ Office space for stations Owned Naples, FL Office space Related party lease Philadelphia, PA Office space for stations Third-party lease Tampa, FL Office space for stations Third-party lease The land for office space in Augusta, GA is leased from GGB Augusta, LLC, which is held by a trust for the benefit of Caroline Beasley, our Chief Executive Officer and a member of our Board, Bruce Beasley, our President and a member of our Board, Brian Beasley, our Chief Operating Officer and a member of our Board, and other members of the Beasley family.
We believe that our properties are generally in good condition and suitable for our operations. However, we continually look for opportunities to upgrade our properties and may do so in the future.
We believe that our properties are generally in good condition and suitable for our operations. However, we continually look for opportunities to upgrade our properties and may do so in the future. 21 Table of Contents
Removed
The office space in Estero, FL is leased from Beasley Family Properties, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E.
Removed
Beasley, Brian E. Beasley and other members of the Beasley family. The office space in Las Vegas, NV is leased from GGB Las Vegas, LLC, which is controlled by members of the Beasley family.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures. 22 Part II—Other Information Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 33 Item 8. Financial Statements and Supplementary Data. 34
Biggest changeItem 4. Mine Safety Disclosures. 22 Part II—Other Information Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 34 Item 8. Financial Statements and Supplementary Data. 35

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe 2007 Plan permits us to purchase sufficient shares to fund withholding taxes in connection with the vesting of restricted stock units. All shares purchased during the three months ended December 31, 2024 were purchased to fund withholding taxes in connection with the vesting of restricted stock units. 23 Table of Contents
Biggest changeThe 2025 Plan and the 2007 Plan, as applicable, permit us to purchase sufficient shares to fund withholding taxes in connection with the vesting of restricted stock units. The following table presents information with respect to purchases we made of our Class A Common Stock to fund withholding taxes during the three months ended December 31, 2025.
Our Class A Common Stock trades on the NASDAQ Global Market under the symbol “BBGI.” There is no established public trading market for our Class B Common Stock. Holders As of March 18, 2025, there were approximately 281 holders of record of our Class A Common Stock and 24 holders of record of our Class B Common Stock.
Our Class A Common Stock trades on the NASDAQ Global Market under the symbol “BBGI.” There is no established public trading market for our Class B Common Stock. Holders As of April 1, 2026, there were approximately 224 holders of record of our Class A Common Stock and 24 holders of record of our Class B Common Stock.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value That May Yet Be Purchased Under the Program October 1 – 31, 2024 — — — $ — November 1 – 30, 2024 — — — — December 1 – 31, 2024 934 $ 9.17 — — Total 934 On March 27, 2007, our Board approved the Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”).
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value That May Yet Be Purchased Under the Program October 1 – 31, 2025 — — — — November 1 – 30, 2025 — — — — December 1 – 31, 2025 489 $ 5.09 — — Total 489 23 Table of Contents
Removed
In addition, the Indenture governing our Notes limits our ability to pay dividends. Repurchases of Equity Securities The following table presents information with respect to purchases we made of our Class A Common Stock during the three months ended December 31, 2024.
Added
In addition, the Indenture governing our Notes limits our ability to pay dividends. Repurchases of Equity Securities On June 25, 2025, our stockholders approved the adoption of the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (the “2025 Plan”), which replaced the Beasley Broadcast Group, Inc. 2007 Equity Incentive Plan, as amended and restated (the “2007 Plan”).
Removed
The original ten-year term of the 2007 Plan ended on March 27, 2017. Our stockholders approved an amendment to the 2007 Plan at the Annual Meeting of Stockholders on June 8, 2017 to, among other things, extend the term of the 2007 Plan until March 27, 2027.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

66 edited+49 added−25 removed32 unchanged
Biggest changeThe key assumptions used in the discounted cash flow analyses are as follows: Revenue growth rates (10.7)% - 6.1% Market revenue shares at maturity 0.4% - 45.4% Operating income margins at maturity 19.7% - 28.6% Discount rate 9.0% The carrying amount of our FCC licenses for each reporting unit and the percentage by which fair value exceeded the carrying amount are as follows: Market cluster FCC licenses Excess Augusta, GA $ 4,469,331 12.1 % Boston, MA 95,901,400 7.5 Charlotte, NC 44,495,600 8.9 Detroit, MI 25,205,800 15.7 Fayetteville, NC 7,295,100 14.2 Fort Myers-Naples, FL 5,191,700 8.6 Las Vegas, NV 30,145,300 0.3 Middlesex, Monmouth, Morristown, NJ 16,726,200 6.2 Philadelphia, PA 106,737,400 8.8 Tampa-Saint Petersburg, FL 56,092,000 12.8 As a result of the quantitative impairment test performed as of November 30, 2024, we did not record any impairment losses related to the FCC licenses in each of our reporting units.
Biggest changeThe impairment losses were primarily due to a decrease in the projected revenues in each market cluster, a decrease in operating cash flow margins in each market cluster, and an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our FCC licenses. 27 Table of Contents The key assumptions used in the discounted cash flow analyses are as follows: Revenue growth rates (9.0)% - 3.5% Market revenue shares at maturity 15.2% - 45.8% Operating cash flow margins at maturity 12.0% - 23.3% Discount rate 12.0% The carrying amount of our FCC licenses for each reporting unit and the percentage by which fair value exceeded the carrying amount are as follows: Market cluster FCC licenses Excess Augusta, GA $ 1,657,900 — Boston, MA 44,638,000 — Charlotte, NC 19,554,400 — Detroit, MI 12,080,000 — Fayetteville, NC 2,212,500 — Las Vegas, NV 3,931,100 — Middlesex, Monmouth, Morristown, NJ 2,128,200 — Philadelphia, PA 40,685,600 — Tampa-Saint Petersburg, FL 27,823,500 — We believe we have made reasonable estimates and assumptions to calculate the estimated fair value of our FCC licenses; however, these estimates and assumptions are highly judgmental in nature.
The income approach is based upon discounted cash flow analyses for the next ten years incorporating variables such as projected audio market revenues, projected growth rate for audio market revenues, projected audio market revenue shares, projected audio station operating income margins, and a discount rate appropriate for the audio industry.
The income approach is based upon discounted cash flow analyses for the next ten years incorporating variables such as projected audio market revenues, projected growth rate for audio market revenues, projected audio market revenue shares, projected audio station operating cash flow margins, and a discount rate appropriate for the audio industry.
Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to: • ability to comply with the continued listing standards of Nasdaq, continued listing on Nasdaq or make periodic filings with the SEC; • risks from health epidemics, natural disasters, terrorism, and other catastrophic events; • adverse effects of inflation; 24 Table of Contents • external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations; • the ability of the Company’s stations to compete effectively in their respective markets for advertising revenues; • the ability of the Company to develop compelling and differentiated digital content, products and services; • audience acceptance of the Company’s content, particularly its audio programs; • the ability of the Company to adapt or respond to changes in technology, standards and services that affect the audio industry; • the Company’s dependence on federally issued licenses subject to extensive federal regulation; • actions by the FCC or new legislation affecting the audio industry; • increases in royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists; • the Company’s dependence on selected market clusters of stations for a material portion of its net revenue; • credit risk on the Company’s accounts receivable; • the risk that the Company’s FCC licenses could become impaired; • the Company’s substantial debt levels and the potential effect of restrictive debt covenants on the Company’s operational flexibility and ability to pay dividends; • the potential effects of hurricanes, extreme weather and other climate change conditions on the Company’s corporate offices and stations; • the failure or destruction of the internet, satellite systems and transmitter facilities that the Company depends upon to distribute its programming; • modifications or interruptions of the Company’s information technology infrastructure and information systems; • the loss of key executives and other key employees; • the Company’s ability to identify, consummate and integrate acquired businesses and station; • the fact that the Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company; and • other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC.
Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to: • ability to comply with the continued listing standards of Nasdaq, continued listing on Nasdaq or make periodic filings with the SEC; • risks from health epidemics, natural disasters, terrorism, and other catastrophic events; • adverse effects of inflation; • external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations; • the ability of the Company’s stations to compete effectively in their respective markets for advertising revenues; • the ability of the Company to develop compelling and differentiated digital content, products and services; • audience acceptance of the Company’s content, particularly its audio programs; • the ability of the Company to adapt or respond to changes in technology, standards and services that affect the audio industry; • the Company’s dependence on federally issued licenses subject to extensive federal regulation; • actions by the FCC or new legislation affecting the audio industry; • increases in royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists; • the Company’s dependence on selected market clusters of stations for a material portion of its net revenue; • credit risk on the Company’s accounts receivable; • the risk that the Company’s FCC licenses could become impaired; 25 Table of Contents • the Company’s substantial debt levels and the potential effect of restrictive debt covenants on the Company’s operational flexibility and ability to pay dividends; • the potential effects of hurricanes, extreme weather and other climate change conditions on the Company’s corporate offices and stations; • the failure or destruction of the internet, satellite systems and transmitter facilities that the Company depends upon to distribute its programming; • modifications or interruptions of the Company’s information technology infrastructure and information systems; • the loss of key executives and other key employees; • the Company’s ability to identify, consummate and integrate acquired businesses and station; • the fact that the Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company; and • other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC.
The Company incurred approximately $6.0 million in debt restructuring costs, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring, which were expensed. From time to time, we repurchase sufficient shares of our Class A Common Stock to fund withholding taxes in connection with the vesting of restricted stock units.
The Company incurred $6.0 million in debt restructuring costs, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring, which were expensed. From time to time, we repurchase sufficient shares of our Class A Common Stock to fund withholding taxes in connection with the vesting of restricted stock units.
On March 8, 2024, we received $6.0 million related to the sale of an investment in Broadcast Music, Inc. and recorded a gain of $6.0 million. Gain on Repurchases of Long-Term Debt.
In March 2024, we received $6.0 million related to the sale of an investment in Broadcast Music, Inc. and recorded a gain of $6.0 million. Gain on Repurchases of Long-Term Debt.
Repayment of the loan to Interactive Life, Inc. is guaranteed by Mr. Harb with 3,333,334 shares of Class A common stock of Quu, Inc. Inflation For the years ended December 31, 2023 and 2024, inflation has affected our performance in terms of higher costs for operating expenses; however, the exact impact cannot be reasonably determined.
Repayment of the loan to Interactive Life, Inc. is guaranteed by Mr. Harb with 3,333,334 shares of Class A common stock of Quu, Inc. Inflation For the years ended December 31, 2024 and 2025, inflation has affected our performance in terms of higher costs for operating expenses; however, the exact impact cannot be reasonably determined.
The determination of when an event has occurred and estimates of future cash flows and fair value all require management judgment. The use of different assumptions or estimates may result in alternative assessments that could be materially different. We did not identify any triggering events that may have resulted in an impairment loss on our property and equipment in 2024.
The determination of when an event has occurred and estimates of future cash flows and fair value all require management judgment. The use of different assumptions or estimates may result in alternative assessments that could be materially different. We did not identify any triggering events that may have resulted in an impairment loss on our property and equipment in 2025.
In October 2024, we completed a debt restructuring and as a result of the restructuring, we incurred $6.0 million in debt restructuring costs, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring. Gain on Sale of Investment.
In October 2024, we completed a debt restructuring, and as a result of the restructuring, we incurred $6.0 million in debt restructuring expenses, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructure. Gain on Sale of Investment.
Net cash used in financing activities during the year ended December 31, 2024 included Existing Notes repurchases of $42.5 million and payment of debt issuance expenses of $1.7 million, partially offset by debt issuance of $30.0 million and common stock issuance of $0.7 million.
Net cash used in financing activities for the year ended December 31, 2024 included Existing Notes repurchases of $42.5 million and payment of debt issuance expenses of $1.7 million, partially offset by debt issuance of $30.0 million and common stock issuance of $0.7 million.
National advertiser agencies generally purchase advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions. 25 Table of Contents Our net revenue is generally determined by the advertising rates that we are able to charge and the number of advertisements that we can broadcast without jeopardizing listener levels.
National advertiser agencies generally purchase advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions. Our net revenue is generally determined by the advertising rates that we are able to charge and the number of advertisements that we can broadcast without jeopardizing listener levels.
If we determine it is more likely than not that our FCC licenses are impaired, then we are required to perform a quantitative impairment test. In 2024, we elected to perform the quantitative impairment test for our FCC licenses in all markets.
If we determine it is more likely than not that our FCC licenses are impaired, then we are required to perform a quantitative impairment test. In 2025, we elected to perform the quantitative impairment test for our FCC licenses in all markets.
IBR is defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. See Note 10 to the accompanying financial statements. 27 Table of Contents Supplemental Employee Retirement Plan.
IBR is defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. See Note 10 to the accompanying financial statements. Supplemental Employee Retirement Plan.
In May 2022, we provided a $250,000 loan to Interactive Life, Inc. that accrues interest at 8.625% per annum until the loan’s maturity in May 2025. Interactive Life, Inc. is controlled by Mr. Joseph Harb. We currently hold an investment in Quu, Inc., a company that is controlled by Mr. Harb.
In May 2022, we provided a $250,000 loan to Interactive Life, Inc. that accrues interest at 8.625% per annum until the loan’s maturity in March 2026. Interactive Life, Inc. is controlled by Mr. Joseph Harb. We currently hold an investment in Quu, Inc., a company that is controlled by Mr. Harb.
We use trade sales agreements to reduce cash paid for operating costs and expenses by exchanging advertising airtime for goods or services; however, we endeavor to minimize trade revenue in order to maximize cash revenue from our available airtime. We also continue to invest in digital support services to develop and promote our station websites, applications, and other distribution platforms.
We use trade sales agreements to reduce cash paid for operating costs and expenses by exchanging advertising airtime for goods or services; however, we endeavor to minimize trade revenue in order to maximize cash revenue from our available airtime. 26 Table of Contents We also continue to invest in digital support services to develop and promote our station websites, applications, and other distribution platforms.
The New Notes Indenture and the Exchange Notes Indenture contain restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or 30 Table of Contents otherwise dispose of all or substantially all of its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries.
The Existing First Lien Notes Indenture contains restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of 30 Table of Contents such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries.
We are required to test our FCC licenses for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our FCC licenses might be impaired. We assess qualitative factors to determine whether it is more likely 26 Table of Contents than not that our FCC licenses might be impaired.
We are required to test our FCC licenses for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our FCC licenses might be impaired. We assess qualitative factors to determine whether it is more likely than not that our FCC licenses might be impaired.
Net cash provided by investing activities during the year ended December 31, 2024 included proceeds of $6.0 million from the sale of an investment, and proceeds of $1.3 million from property and equipment dispositions, partially offset by $3.0 million for capital expenditures.
Net cash provided by investing activities for the year ended December 31, 2024 included proceeds of $6.0 million from the sale of an investment, and proceeds of $1.3 million from property and equipment dispositions, partially offset by $3.0 million for capital expenditures. Net Cash Used In Financing Activities.
As a result of the Reverse Stock Split, every 20 shares of the Company’s Class A Common Stock issued and outstanding were automatically converted into one share of Class A Common Stock, and every 20 shares of the Company’s Class B Common Stock issued and outstanding were automatically converted into one share of Class B Common Stock.
As a result of the Reverse Stock Split, every 20 shares of the Company’s Class A Common Stock issued and outstanding were automatically converted into one share of Class A Common Stock, and every 20 shares 24 Table of Contents of the Company’s Class B Common Stock issued and outstanding were automatically converted into one share of Class B Common Stock.
Net loss for the year ended December 31, 2024 was $5.9 million compared to a net loss of $75.1 million for the year ended December 31, 2023, as a result of the factors described above. Liquidity and Capital Resources Overview. Our primary sources of liquidity is internally generated cash flow and cash on hand.
Net loss for the year ended December 31, 2025 was $196.5 million compared to a net loss of $5.9 million for the year ended December 31, 2024, as a result of the factors described above. Liquidity and Capital Resources Overview. Our primary sources of liquidity is internally generated cash flow and cash on hand.
As the aggregate undiscounted future principal and interest payments under the Exchange Notes and New Notes were greater than the resulting net carrying amount of the Existing Notes at the time of the debt restructuring, the carrying amount of the debt was not further adjusted and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt.
As the aggregate undiscounted future principal and interest payments under the Existing Second Lien Notes and Existing First Lien Notes were greater than the net carrying amount of the Prior Notes at the time of the debt restructuring, the carrying amount of the debt was not adjusted, and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt.
Our primary liquidity needs have been, and for the next twelve months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and station acquisitions. Historically, our capital expenditures have not been significant.
Our primary liquidity needs have been, and for the next 12 months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and station acquisitions.
Net cash provided by investing activities was $4.3 million during the year ended December 31, 2024, as compared to net cash provided by investing activities of $6.9 million during the year ended December 31, 2023.
Net Cash Provided By Investing Activities. Net cash provided by investing activities was $5.6 million during the year ended December 31, 2025, as compared to net cash provided by investing activities of $4.3 million during the year ended December 31, 2024.
Net cash used in operating activities was $3.7 million during the year ended December 31, 2024, as compared to net cash used in operating activities of $4.7 million during the year ended December 31, 2023.
Net cash used in operating activities was $8.5 million during the year ended December 31, 2025, as compared to net cash used in operating activities of $3.7 million during the year ended December 31, 2024.
However, there can be no assurance that impairments of our property and equipment will not occur in future periods. FCC Licenses. As of December 31, 2024, FCC licenses with an aggregate carrying amount of $392.3 million represented 71% of our total assets.
However, there can be no assurance that impairments of our property and equipment will not occur in future periods. FCC Licenses. As of December 31, 2025, FCC licenses with an aggregate carrying amount of $154.7 million represented 52% of our total assets.
Rental expense was approximately $53,000 for the year ended December 31, 2024. GGB Las Vegas, LLC We lease office space for our 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.
The lease agreement expires on October 31, 2028. Rental expense was approximately $41,000 for the year ended December 31, 2025. GGB Las Vegas, LLC We leased office space for our stations in Las Vegas, NV from GGB Las Vegas, LLC, which is controlled by members of the Beasley family. The lease agreement was terminated on June 30, 2025.
We currently hold an investment in Quu, Inc. ("Quu"), a company that provides us with access to an application for digital revenue. Payments to Quu for access to the application were $0.5 million for the year ended December 31, 2024. Loan to Interactive Life, Inc.
("Quu"), a company that provides us with access to an application for digital revenue. Payments to Quu for access to the application were $0.5 million for the year ended December 31, 2025. Loan to Interactive Life, Inc.
The quantitative impairment test, performed as of November 30, 2024, compared the fair value of our FCC licenses with their carrying amounts. If the carrying amounts of the FCC licenses exceed their fair value, an impairment loss is recognized in an amount equal to that excess.
The quantitative impairment test, performed during the fourth quarter of 2025, compared the fair value of our FCC licenses with their carrying amounts. If the carrying amounts of the FCC licenses exceed their fair value, an impairment loss is recognized in an amount equal to that excess.
We did not have any off-balance sheet arrangements as of December 31, 2024. Cash Flows . The following summary table presents a comparison of our cash flows for the years ended December 31, 2023 and 2024 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below.
Off-Balance Sheet Arrangements. We did not have any off-balance sheet arrangements as of December 31, 2025. Cash Flows . The following summary table presents a comparison of our cash flows for the years ended December 31, 2024 and 2025 with respect to certain of our key measures affecting our liquidity.
The Company capitalized approximately $2.6 million in fees paid to the lenders in connection with the debt restructuring, consisting of certain cash payments made to holders of Existing Notes who participated in the Exchange Offer and a 3.0% participation premium paid to the holders of Existing Notes who participated in the New Notes Offer.
The Company capitalized $2.6 million in fees paid to the lenders in connection with the debt restructuring, consisting of certain cash payments made to holders of Prior Notes who participated in the Prior Exchange Offer (as defined in Note 9 below) and a 3.0% participation premium paid to the holders of Prior Notes who participated in the First Lien Notes Offer (as defined in Note 9 below).
The impairment losses were primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues in each market cluster used in the discounted cash flow analyses to estimate the fair value of FCC licenses.
The impairment losses were primarily due to a decrease in the projected revenues in each market cluster, a decrease in operating cash flow margins in each market cluster, and an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of the FCC licenses. Other Operating Expenses.
Net cash used in financing activities was $13.6 million during the year ended December 31, 2024, as compared to net cash used in financing activities of $15.0 million during the year ended December 31, 2023.
Net cash used in financing activities was $1.0 million during the year ended December 31, 2025, as compared to net cash used in financing activities of $13.6 million during the year ended December 31, 2024. Net cash used in financing activities during the year ended December 31, 2025 included Existing Notes repurchases of $1.0 million.
This section should be read in conjunction with the financial statements and notes to financial statements included in Item 8 of this report.
The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 8 of this report.
Net revenue decreased $6.8 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Net revenue decreased $34.4 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024.
We paid $0.1 million to repurchase 7,618 shares during the year ended December 31, 2024. From time to time, we may seek to repurchase, redeem or otherwise retire our Existing Notes, New Notes and Exchange Notes through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise.
We paid approximately $30,000 to repurchase 5,561 shares during the year ended December 31, 2025. From time to time, we may seek to repurchase, redeem or otherwise retire our existing indebtedness through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise.
Beasley Family Properties, LLC We lease office space for our 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, 2025. Beasley Family Properties, LLC We lease office space for our 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.
We are required to determine whether a contract is or contains a lease at inception. Our analysis includes whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Our analysis includes whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Significant factors affecting the $1.0 million decrease in net cash used in operating activities included a $11.3 million decrease in cash paid for operating expenses, partially offset by a $7.2 million decrease in cash receipts from revenue, a $1.7 million increase in interest payments and a $1.6 million increase in income tax payments. 31 Table of Contents Net Cash Provided By Investing Activities.
Significant factors affecting the $4.8 million increase in net cash used in operating activities included a $32.3 million decrease in cash receipts from revenue and a $1.0 million increase in income tax payments, partially offset by a $17.2 million decrease in cash paid for operating expenses, a $10.3 million decrease in interest payments, and a $2.2 million decrease in cash paid for corporate expenses.
Rental expense was $0.2 million for the year ended December 31, 2024. 32 Table of Contents Wintersrun Communications, LLC We lease a tower for one station in Augusta, GA from Wintersrun. The lease agreement expires on October 15, 2025. Rental expense was approximately $31,000 for the year ended December 31, 2024. Quu, Inc.
Rental expense was $0.1 million for the year ended December 31, 2025. Wintersrun Communications, LLC We leased a tower for one station in Augusta, GA from Wintersrun. The lease agreement expired on October 15, 2025. Rental expense was approximately $24,000 for the year ended December 31, 2025. Quu, Inc. We currently hold an investment in Quu, Inc.
GGB Augusta, LLC We lease land for our 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 $0.1 million for the year ended December 31, 2025. GGB Augusta, LLC We lease land for our 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.
This section should be read in conjunction with the financial statements and notes to financial statements included in Item 8 of this report.
The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 8 of this report.
Digital revenue increased $1.3 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to continued growth in the digital segment.
Digital revenue increased $2.7 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to continued growth in the digital segment. Operating Expenses. Operating expenses decreased $15.2 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024.
For example, as of November 30, 2024, if the discount rate used in our discounted cash flow analyses was increased to 9.5% without any additional changes to the other assumptions used in the discounted cash flow analyses, we would have recorded additional impairment losses of $2.5 million related to our FCC licenses. Leases.
If the discount rate was increased by 50 basis points without any additional changes to the other assumptions used in the discounted cash flow analyses, we would have recorded additional impairment losses of $8.4 million related to our FCC licenses.
These rates differ from the federal statutory rate of 21% due to the effect of state income taxes, certain non-taxable income, and certain expenses that are not deductible for tax purposes. 29 Table of Contents Net Loss.
Our effective tax rate was approximately 18% and 19% for the years ended December 31, 2024 and 2025, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes, certain non-taxable income, and certain expenses that are not deductible for tax purposes. Net Loss.
In the second quarter of 2023, the Company repurchased $3.0 million principal amount of the Existing Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the repurchase.
In the second quarter of 2025, we repurchased $1.5 million principal amount of the Prior Notes for a price equal to 65% of the principal amount and recorded a gain of $0.5 million as a result of the repurchase. Income Tax Benefit.
Interest on the Existing Notes accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year.
Interest on the Prior Notes accrued at the rate of 8.625% per annum and was payable semiannually in arrears on February 1 and August 1 of each year. The Prior Notes were redeemed in full on January 31, 2026.
In addition, as discussed in “Secured Notes” below, the Indenture governing our Notes limits our ability to pay dividends. Secured Notes. On February 2, 2021, we issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the “Existing Notes”) under an indenture dated February 2, 2021 (the “Existing Notes Indenture”).
In addition, as discussed in “Secured Notes” below, the Indenture governing our Notes limits our ability to pay dividends. Existing Notes As of December 31, 2025, we had outstanding $2.8 million aggregate principal amount of 8.625% senior notes due February 1, 2026 (the “Prior Notes”).
Corporate expenses decreased $1.0 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to an increase in digital expenses allocated to operating expenses, partially offset by an increase in compensation primarily due to severance expenses and contract service expenses. FCC Licenses Impairment Losses.
Corporate expenses decreased $2.9 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to a decrease in compensation and contract expenses, partially offset by a decrease in corporate expenses allocated to operating expenses. 29 Table of Contents FCC Licenses Impairment Losses.
Results of Operations Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 The following summary table presents a comparison of our results of operations for the years ended December 31, 2023 and 2024, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below.
Recent Accounting Pronouncements Recent accounting pronouncements are described in Note 2 to the accompanying financial statements. 28 Table of Contents Results of Operations Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 The following summary table presents a comparison of our results of operations for the years ended December 31, 2024 and 2025, with respect to certain of our key financial measures.
Year ended December 31, 2023 2024 Net cash used in operating activities $ (4,678,549 ) $ (3,711,785 ) Net cash provided by investing activities 6,870,446 4,322,076 Net cash used in financing activities (14,992,629 ) (13,571,492 ) Net decrease in cash and cash equivalents $ (12,800,732 ) $ (12,961,201 ) Net Cash Used In Operating Activities.
Year ended December 31, 2024 2025 Net cash used in operating activities $ (3,711,785 ) $ (8,468,895 ) Net cash provided by investing activities 4,322,076 5,637,489 Net cash used in financing activities (13,571,492 ) (1,004,531 ) Net decrease in cash and cash equivalents $ (12,961,201 ) $ (3,835,937 ) Net Cash Used In Operating Activities.
Net cash used in financing activities for the same period in 2023 included Existing Notes repurchases of $14.9 million. Related Party Transactions Beasley Broadcasting Management, LLC We lease our 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.
Related Party Transactions Beasley Broadcasting Management, LLC We lease our 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.
Unless the context otherwise requires, all references in this report to the “Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries. Reverse Stock Split On September 23, 2024, the Company effected a 1-for-20 reverse stock split of the Company’s Class A Common Stock and Class B Common Stock (the “Reverse Stock Split”).
Unless the context otherwise requires, all references in this report to the “Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries.
Interest expense decreased $5.4 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to repurchases of the Existing Notes throughout 2023 and a debt restructuring in October 2024. Debt Issuance Expenses.
Interest Expense. Interest expense decreased $8.0 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to amortization of a deferred interest premium recorded as a result of the debt restructure in October 2024. Debt Issuance Expenses.
Audio revenue decreased $5.9 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to a decrease in local agency revenue and the disposition of WJBR-FM in Wilmington, DE in October 2023, partially offset by an increase in political advertising for the 2024 elections.
Audio revenue decreased $37.1 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to decreases in local direct revenue, local agency revenue and national agency revenue partially due to a decrease in political advertising.
Digital operating expenses during the year ended December 31, 2024 were comparable to the year ended December 31, 2023. Other operating expenses decreased $3.8 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, due to the termination of our esports operations in December 2023. Corporate Expenses.
Digital operating expenses decreased $3.5 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to continued expense management in the digital segment. Corporate Expenses.
All share and share-related information presented in the condensed consolidated financial statements, for all periods presented, has been retroactively adjusted to reflect the Reverse Stock Split. Cautionary Note Regarding Forward-Looking Statements This report contains “forward-looking statements” about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future, not past, events.
Following the Reverse Stock Split, the Class A Common Stock continued to be traded on the Nasdaq Capital Market under the symbol “BBGI” on a split-adjusted basis. Cautionary Note Regarding Forward-Looking Statements This report contains “forward-looking statements” about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future, not past, events.
We lease office space for our 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.
The lease agreement was terminated on February 6, 2026. For more information, see Note 22 to the consolidated financial statements. Rental expense was $0.2 million for the year ended December 31, 2025. 33 Table of Contents Beasley Family Towers, LLC We lease office space for our stations in Fayetteville, NC from BFT. The lease agreement expires on August 31, 2030.
On the Settlement Date, the Issuer entered into (i) a new indenture (the “New Notes Indenture”) governing its New Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantors (the “Collateral”) on a senior secured first-priority lien basis, subject to certain exceptions, limitations and permitted liens and (ii) a new indenture (the “Exchange Notes Indenture”) governing its Exchange Notes, which are fully and unconditionally secured by liens on the Collateral on a senior secured second-priority lien basis, subject to certain exceptions, limitations and permitted liens, in each case with the guarantors thereto and Wilmington Trust, National Association, as trustee and collateral agent, with respect to both the Exchange Notes Indenture and New Notes Indenture.
The Existing First Lien Notes are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantors (the “Collateral”) on a senior secured first-priority lien basis, subject to certain exceptions, limitations and permitted liens.
As a result of our annual quantitative impairment test performed during the fourth quarter of 2023, we recorded impairment losses of $1.0 million related to the FCC licenses in our Augusta, GA, Fort Myers-Naples, FL, and Middlesex-Monmouth-Morristown, NJ market clusters. The impairment losses were primarily due to a decrease in projected revenue in these markets.
As a result of our annual quantitative impairment test performed during the fourth quarter of 2025, we recorded impairment losses of $224.8 million related to the FCC licenses in each of our market clusters.
Other revenue decreased $2.2 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, due to the termination of our esports operations in December 2023. Operating Expenses. Operating expenses decreased $6.5 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Audio operating expenses decreased $11.6 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to continued expense management in the audio segment.
We expect to provide for future liquidity needs through one or a combination of the following sources of liquidity: • internally generated cash flow; • additional borrowings or notes offerings, to the extent permitted under the Existing Notes Indenture, New Notes Indenture and Exchange Notes Indenture; and • additional equity offerings.
There are no assurances that the ABL Credit Agreement will be entered into on the terms set forth above or at all. 32 Table of Contents In addition to the Refinancing Transactions, we may provide for future liquidity needs through one or a combination of the following sources of liquidity: • internally generated cash flow; • additional borrowings or notes offerings, to the extent permitted under the agreements governing our existing indebtedness; and • additional equity offerings.
Net cash provided by investing activities for the same period in 2023 included proceeds of $11.1 million from two station dispositions and a termination payment from the esports league, partially offset by $4.2 million for capital expenditures. Net Cash Used In Financing Activities.
Net cash provided by investing activities during the year ended December 31, 2025 included proceeds of $10.5 million from a station disposition and a land disposition, partially offset by $4.8 million for capital expenditures.
Due to the combination of the insufficiency of the Company’s then current project cash flows to service the debt to maturity absent a refinancing, broader challenges faced by all companies in the radio broadcasting industry, and the concessions granted by the holders of the Existing Notes (as described above), the carrying amount of the debt was first reduced by the fair value of the shares of Class A Common Stock of the Company issued to holders of the Existing Notes who participated in the Exchange Offer of $2.2 million.
The carrying amount of the debt was reduced by the fair value of the shares of our Class A Common Stock issued to holders of the Prior Notes who participated in the Prior Exchange Offer (as defined in Note 9 below) of $2.2 million.
Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, we tested our FCC licenses for impairment during the third quarter of 2023. As a result of the quantitative impairment test, we recorded impairment losses of $78.2 million related to the FCC licenses in each of our market clusters.
We performed the annual quantitative impairment test for our FCC licenses in all markets during the fourth quarter of 2025. As a result of the quantitative impairment test, we recorded impairment losses of $224.8 million related to the FCC licenses in each of our reporting units.
On August 11, 2023, we entered into an agreement to sell substantially all of the assets used in the operations of WJBR-FM in Wilmington, DE to a third party for $5.0 million in cash.
Recent Developments On February 6, 2026, we completed the sales of substantially all of the assets used in the operations of WRXK-FM and WXKB-FM in Fort Myers, FL to a third party for $9.0 million in cash and substantially all of the assets used in the operations of WBCN-AM, WJPT-FM and WWCN-FM in Fort Myers, FL to another third party for $9.0 million in cash.
Results of Operations - Consolidated Year Ended December 31, Change 2023 2024 $ % Net revenue $ 247,109,258 $ 240,291,611 $ (6,817,647 ) -2.8 % Operating expenses 208,247,221 201,768,757 (6,478,464 ) -3.1 % Corporate expenses 18,246,731 17,272,696 (974,035 ) -5.3 % FCC licenses impairment losses 89,214,665 — (89,214,665 ) -100.0 % Goodwill impairment losses 10,582,360 922,000 (9,660,360 ) -91.3 % Extinguishment of franchise fee 6,000,000 — (6,000,000 ) -100.0 % Interest expense 26,607,920 21,233,027 (5,374,893 ) -20.2 % Debt issuance expenses — 5,982,414 5,982,414 — Gain on sale of investment — 6,026,776 6,026,776 — Gain on repurchases of long-term debt 7,807,875 — (7,807,875 ) -100.0 % Income tax benefit 24,287,366 1,344,961 (22,942,405 ) -94.5 % Net loss 75,120,138 5,887,258 (69,232,880 ) -92.2 % Results of Operations - Segments Year Ended December 31, Change 2023 2024 $ % Net revenue Audio $ 199,481,868 $ 193,561,279 $ (5,920,589 ) -3.0 % Digital 45,417,296 46,730,332 1,313,036 2.9 % Other 2,210,094 — (2,210,094 ) -100.0 % $ 247,109,258 $ 240,291,611 $ (6,817,647 ) -2.8 % Operating expenses Audio $ 163,608,414 $ 160,575,045 $ (3,033,369 ) -1.9 % Digital 40,844,592 41,193,712 349,120 0.9 % Other 3,794,215 — (3,794,215 ) -100.0 % $ 208,247,221 $ 201,768,757 $ (6,478,464 ) -3.1 % 28 Table of Contents Net Revenue.
Results of Operations - Consolidated Year Ended December 31, Change 2024 2025 $ % Net revenue $ 240,291,611 $ 205,939,627 $ (34,351,984 ) -14.3 % Operating expenses 201,768,757 186,615,256 (15,153,501 ) -7.5 % Corporate expenses 17,272,696 14,364,287 (2,908,409 ) -16.8 % FCC licenses impairment losses — 224,815,149 224,815,149 — Other operating expenses — 3,487,147 3,487,147 — Interest expense 21,233,027 13,233,800 (7,999,227 ) -37.7 % Debt issuance expenses 5,982,414 — (5,982,414 ) — Gain on sale of investment 6,026,776 — (6,026,776 ) — Gain on repurchases of long-term debt — 525,000 525,000 — Income tax benefit 1,344,961 44,655,757 43,310,796 3220.2 % Net loss 5,887,258 196,549,741 190,662,483 3238.6 % Results of Operations - Segments Year Ended December 31, Change 2024 2025 $ % Net revenue Audio $ 193,561,279 $ 156,467,315 $ (37,093,964 ) -19.2 % Digital 46,730,332 49,472,312 2,741,980 5.9 % $ 240,291,611 $ 205,939,627 $ (34,351,984 ) -14.3 % Operating expenses Audio $ 160,575,045 $ 148,954,220 $ (11,620,825 ) -7.2 % Digital 41,193,712 37,661,036 (3,532,676 ) -8.6 % $ 201,768,757 $ 186,615,256 $ (15,153,501 ) -7.5 % Net Revenue.
On the Settlement Date, the Issuer also entered into a Supplemental Indenture with Wilmington Trust, National Association, as trustee and collateral agent, supplementing the Existing Notes Indenture.
The Existing Second Lien Notes were issued pursuant to an indenture, dated October 8, 2024, among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent (as supplemented to date, the “Existing Second Lien Notes Indenture”).
Removed
Following the Reverse Stock Split, the Class A Common Stock continued to be traded on the Nasdaq Capital Market under the symbol “BBGI” on a split-adjusted basis beginning on September 24, 2024.
Added
We will record a gain on disposition of $12.2 million during the first quarter of 2026. On September 29, 2025, we completed the sale of substantially all of the assets used in the operations of WPBB-FM in Tampa, FL to a third party for $8.0 million in cash.
Removed
In addition, consistent with the terms of the Company's 2007 Equity Incentive Award Plan (the "2007 Plan") and outstanding awards granted under the 2007 Plan, the total number of shares of Class A Common Stock issuable upon exercise, vesting or settlement of such awards and the total number of shares of Class A Common Stock remaining available for future awards under the 2007 Plan, as well as any share-based limits in the 2007 Plan, were proportionately reduced, and any fractional shares resulting therefrom were rounded down to the nearest whole share.
Added
We recorded a gain on disposition of $0.4 million during the third quarter of 2025. On June 25, 2025, our stockholders approved the adoption of the 2025 Plan.
Removed
Furthermore, the exercise prices of any outstanding options under the 2007 Plan were proportionately increased based on the Reverse Stock Split ratio, and the resulting exercise prices were rounded up to the nearest whole cent.
Added
Under the 2025 Plan, we may issue up to 300,000 shares of Class A common stock in the form of equity-based awards, including restricted stock units, shares of restricted stock and stock options, to employees, consultants and non-employee directors.
Removed
We believe we have made reasonable estimates and assumptions to calculate the estimated fair value of our FCC licenses; however, these estimates and assumptions are highly judgmental in nature. Actual results can be materially different from estimates and assumptions.
Added
The restricted stock units that will be granted under the 2025 Plan will generally vest over one to five years of service. The 2025 Plan replaced the 2007 Plan, and no further awards will be granted under the 2007 Plan. However, the terms and conditions of the 2007 Plan will continue to govern any outstanding awards granted thereunder.
Removed
Recent Accounting Pronouncements Recent accounting pronouncements are described in Note 2 to the accompanying financial statements.
Added
Going Concern Considerations In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, the Company’s management evaluates whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of issuance of the financial statements included in this annual report.
Removed
Audio operating expenses decreased $3.0 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the disposition of WJBR-FM in Wilmington, DE in October 2023 and a decrease in compensation expense due to workforce reductions partially offset by severance expenses.
Added
This evaluation includes considerations related to the Company’s forecasted liquidity and cash consumption requirements. The Company has a history of net losses and negative operating cash flows and expects to continue to incur additional losses in the near future. Additionally, the Company has defaulted on its Existing Second Lien Notes (as defined below), see Note 22 for additional information.
Removed
As a result of entering into the agreement, we recorded an impairment loss of $10.0 million related to the FCC license during the second quarter of 2023. Goodwill Impairment Losses. Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, we tested our goodwill for impairment during the third quarter of 2023.
Added
Although the Company continues to pursue a strategy to realize improved operations, including anticipated improvements from the Refinancing Transactions (as defined below) and related cost reductions, the timing of these realizations cannot be guaranteed to ensure liquidity is available when needed to meet the Company’s obligations.

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