BEASLEY BROADCAST GROUP INC 8-K

What Happened
Beasley Broadcast Group, Inc. announced on June 4, 2026 that it filed a Certificate of Amendment to its charter (effective 11:59 p.m. ET on June 4, 2026) implementing governance and structural provisions tied to an Amended and Restated Transaction Support Agreement dated April 27, 2026. The amendment restricts the company (and its affiliates) from initiating insolvency or bankruptcy proceedings without unanimous approval of the Board of Directors, which must include approval by the Initial 2L Supporting Holder Director (or a successor Independent 2L Director). The amendment also establishes the mechanics and timing for converting certain debt into equity (issuance of Class A and Class B common stock) upon receipt of a Notice of Conversion and subject to regulatory approvals.

Key Details

• Charter Amendment filed with the Delaware Secretary of State and became effective June 4, 2026 at 11:59 p.m. Eastern Time.
• Bankruptcy/insolvency filings by the company or affiliates require unanimous Board approval, explicitly including the Initial 2L Supporting Holder Director (or successor).
• On a proper Notice of Conversion, the company will issue Class A Common Stock and Class B Common Stock (par value $0.001) to holders pursuant to Section 8(k) of the Transaction Support Agreement.
• Equity Conversion effective date is the later of (A) the earlier of (x) December 31, 2027 (or the Springing Maturity Date) or (y) the date an Event of Default is continuing, and (B) the date all required FCC and other governmental/regulatory approvals are obtained.

Why It Matters
This charter change legally limits the company’s ability to pursue bankruptcy without full board consent that explicitly includes a director tied to supporting debtholders, reflecting a shift in governance tied to a restructuring agreement. The amendment also sets a clear path and timing for converting certain debt into new Class A and Class B shares, subject to regulatory approvals, which could result in issuance of additional shares. Retail investors should note the governance constraints and the conversion mechanism described in the filing and review the referenced Transaction Support Agreement and company information statement for full details on potential effects on ownership and corporate control.