{"filing":{"accession_number":"0001193125-26-258508","cik":"0001099160","ticker":"BBGI","company_name":"BEASLEY BROADCAST GROUP INC","form":"8-K","filing_date":"2026-06-05","report_date":null,"primary_document":"d136075d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1099160/000119312526258508/d136075d8k.htm"},"events":[{"id":3682,"run_id":3231,"accession_number":"0001193125-26-258508","anchor_item_number":"5.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"The Company entered into a Transaction Support Agreement with debtholders that includes a conditional equity conversion mechanism whereby noteholders may convert $98.5 million in 2027 PIK Notes into 80–95% of the Company's fully diluted equity upon an Event of Default or after December 31, 2027, representing a potential material change of control.","company_name":"BEASLEY BROADCAST GROUP INC","ticker":"BBGI","filing_date":"2026-06-05","items":[{"id":4683,"accession_number":"0001193125-26-258508","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"The disclosure describes a material modification to the Company's Certificate of Incorporation in connection with a Transaction Support Agreement with debtholders. The Charter Amendment imposes significant governance restrictions (unanimous Board approval required for insolvency proceedings) and establishes a conditional equity conversion mechanism triggered by specified events or dates. While this is a structural/governance matter rather than a traditional M\u0026A transaction, the connection to a debt restructuring agreement and the potential for equity conversion of debt obligations suggests material financial and control implications that would affect a reasonable investor's assessment of the registrant's capital structure and future ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:51:17.789859+00:00","company_name":"","ticker":null,"filing_date":""},{"id":4684,"accession_number":"0001193125-26-258508","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"This disclosure describes a potential change of control triggered by the 2027 PIK Notes Indenture, whereby noteholders may convert $98.5 million in debt into 80–95% of the Company's fully diluted equity upon an Event of Default or after December 31, 2027. Although the conversion is contingent and future-dated, the filing explicitly states the Charter Amendment \"may, at a subsequent date, result in a change in control\" and the mechanics of the Equity Conversion represent a material restructuring event that would fundamentally alter ownership. This falls within the scope of M\u0026A activity (Item 5.01) as a potential change of control, even though execution is deferred.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:51:17.789859+00:00","company_name":"","ticker":null,"filing_date":""},{"id":4685,"accession_number":"0001193125-26-258508","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.65,"reasoning":"Item 5.03 discloses amendments to articles of incorporation or bylaws, which are typically routine administrative matters. The section references Item 3.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement) without providing substantive detail in the excerpt provided. Without visibility into the actual content of Item 3.03, the materiality and specific event type cannot be definitively determined; however, bylaw amendments alone are generally non-material unless they relate to governance changes affecting shareholder rights or executive compensation structures.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:51:17.789859+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":4683,"accession_number":"0001193125-26-258508","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"The disclosure describes a material modification to the Company's Certificate of Incorporation in connection with a Transaction Support Agreement with debtholders. The Charter Amendment imposes significant governance restrictions (unanimous Board approval required for insolvency proceedings) and establishes a conditional equity conversion mechanism triggered by specified events or dates. While this is a structural/governance matter rather than a traditional M\u0026A transaction, the connection to a debt restructuring agreement and the potential for equity conversion of debt obligations suggests material financial and control implications that would affect a reasonable investor's assessment of the registrant's capital structure and future ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:51:17.789859+00:00","company_name":"BEASLEY BROADCAST GROUP INC","ticker":"BBGI","filing_date":"2026-06-05"},{"id":4684,"accession_number":"0001193125-26-258508","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"This disclosure describes a potential change of control triggered by the 2027 PIK Notes Indenture, whereby noteholders may convert $98.5 million in debt into 80–95% of the Company's fully diluted equity upon an Event of Default or after December 31, 2027. Although the conversion is contingent and future-dated, the filing explicitly states the Charter Amendment \"may, at a subsequent date, result in a change in control\" and the mechanics of the Equity Conversion represent a material restructuring event that would fundamentally alter ownership. This falls within the scope of M\u0026A activity (Item 5.01) as a potential change of control, even though execution is deferred.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:51:17.789859+00:00","company_name":"BEASLEY BROADCAST GROUP INC","ticker":"BBGI","filing_date":"2026-06-05"},{"id":4685,"accession_number":"0001193125-26-258508","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.65,"reasoning":"Item 5.03 discloses amendments to articles of incorporation or bylaws, which are typically routine administrative matters. The section references Item 3.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement) without providing substantive detail in the excerpt provided. Without visibility into the actual content of Item 3.03, the materiality and specific event type cannot be definitively determined; however, bylaw amendments alone are generally non-material unless they relate to governance changes affecting shareholder rights or executive compensation structures.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:51:17.789859+00:00","company_name":"BEASLEY BROADCAST GROUP INC","ticker":"BBGI","filing_date":"2026-06-05"}]}