BBGI 10-K & 10-Q changes, risk factors and insider trading

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.

Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers. 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. As a result of inflation, we have experienced, and may continue to experience, cost increases, and our business, financial condition, results of operations and liquidity could be materially adversely affected.

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 intelligenceAI and dislocation of advertising operations from new technologies and media buying trends;

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. These factors, along with regulatory changes, executive orders and enforcement priorities, may impact customer budgets and create uncertainty about how such laws and regulations will be interpreted and applied, which may impact advertising demand and adversely impact our business. 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. We cannot predict with accuracy the timing or duration of any economic downturn generally, or in the markets in which our advertisers operate. If the economic environment does worsen, there can be no assurance that we will not experience a decline in revenues, which may negatively impact our financial condition and results of operations.

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.

Continued growth in our digital business also depends on our ability to continue offering a competitive and distinctive range of advertising products and services for advertisers and publishers and our ability to maintain or increase prices for our advertising products and services. Continuing to develop and improve these products and services requires significant time and costs. 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. 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.

The radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act. We are required to obtain licenses from the FCC to operate our stations. Our business depends upon maintaining our broadcast licenses, which are issued by the FCC for a term of eight years and are renewable. Although the vast majority of FCC radio station licenses are routinely renewed, we cannot assure you that the FCC will approve our future renewal applications or that the renewals will be for full eight-year terms or will not include conditions or qualifications that could adversely affect our operations. 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 next renewal cycle begins in June 2027.

We must comply with extensive FCC regulations and policies regarding the ownership and operation of our stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate any future transactions, and in certain circumstances, could require us to divest one or more stations. 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. The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations. Possible changes in interference protections, creation of additional classes of FM stations, spectrum allocations and other technical rules may negatively affect the operation of our stations. If the FCC relaxes certain technical requirements, it could impair the signals transmitted by our stations and could have a material adverse effect on us. 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 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. Moreover, these FCC regulations and others may change over time, and we cannot assure you that those changes would not have a material adverse effect on us.

The FCC’s rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 a.m. and 10 p.m. The risk of violating the prohibition on the broadcast of indecent material is increased by the vagueness of the FCC’s definition of indecent material, coupled with the spontaneity of live programming. The FCC has expanded the breadth of indecency regulation to include material that could be considered “blasphemy,” “personally reviling epithets,” “profanity” and vulgar or coarse words amounting to a nuisance. As a result, in the event that we broadcast material falling within the expanded breadth of the FCC’s regulation, we could be subject to license revocation, or renewal or qualifications proceedings, which would put the licenses that we depend on for our operations in jeopardy. In 2007, the monetary penalties for broadcasting indecent programming increased substantially. 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. 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. Because the FCC may investigate indecency complaints prior to notifying a licensee of the existence of a complaint, a licensee may not have knowledge of a complaint unless and until the complaint results in the issuance of a formal FCC letter of inquiry or notice of apparent liability for forfeiture.

A future impairmentImpairment of our FCC licenses could adversely affect our operating results.

As of December 31, 2024,2025, our FCC licenses represented 71%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,have recorded impairment charges as a result of such tests.tests and may record future impairments. We assess qualitative factors to determine whether it is more likely than not that our FCC licenses might be impaired. 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. The valuation of our FCC licenses is based on estimates rather than precise calculations. 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. If actual future results are not consistent with the assumptions and estimates used, we may be exposed toMaterial impairment charges in the future, which could be material and could adversely affect our results of operations and financial condition. 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 debt that is substantial in relation to our equity.accumulated deficit. As of December 31, 2024,2025, we had long-term debt, net of an unamortized premium, of $220.1$218.6 million and equitystockholders' deficit of $147.2$176.4 million. Our long-term debt is substantial in amount and could have an impact on you. For example, it could:

Florida is susceptible to hurricanes, and we have our corporate offices located in Naples, and stations located in Fortother Myersparts andof Tampa.Florida. These stations contributed 14%16% of our net revenue in 2024.2025. Our corporate offices and our stations located in Florida and other stations located along the east coast of the United States have been materially affected by hurricanes in the past and may be materially affected in the future, which could have an adverse impact on our business, financial condition and results of operations. Additionally, our properties may be impacted by extreme weather conditions, including wildfires, floods, drought, loss of power, heat waves, heavy precipitation or storms, andwith otherincreasing frequencies exacerbated by climate change impacts.and other factors in the future. 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.

Our IT Systems, and those of third-party providers, are vulnerable to damage and disruption caused by various circumstances, some of which are beyond our control. These include catastrophic events, power anomalies or outages and natural disasters, terrorist attacks, employee error or malfeasance, and, increasingly, technological risks associated with computer system or network failures, viruses or malware (including ransomware), misconfigurations, bugs or securities vulnerabilities in hardware and software, physical or electronic intrusions, and unauthorized access associated with cyber-attacks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Data. 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. 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.

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). 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 intelligenceAI – that circumvent security controls, evade detection and remove forensic evidence. 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.

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. 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. 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 informationinformation. 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. 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 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.

We and certain of our third-party vendors have been the target of cyber-attacks, including phishing attacks, ransomware attacks, and attempted denial of service attacks, and future attacks are likely to occur. While no cyber-attack has had a material impact thus far, if successful, these types of attacks could have a material adverse effect on our financial condition, results of operations and cash flows, due to, among other things, the loss of customer data and other confidential information, interruptions to our operations, and damage to our reputation. 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 intelligenceAI – that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our systems or 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, we have lost key executives and employees in the past and the loss of aother key executiveexecutives or employees could impair our ability to execute our operating and acquisition strategies.

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”). 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. 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. 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. 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.basis.

FCC Licenses. As of December 31, 2024,2025, FCC licenses with an aggregate carrying amount of $392.3$154.7 million represented 71%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. We assess qualitative factors to determine whether it is more likely than not that our FCC licenses might be impaired. 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 2024,2025, we elected to perform the quantitative impairment test for our FCC licenses in all markets. The quantitative impairment test, performed asduring the fourth quarter of November 30, 2024,2025, 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. For the purpose of testing our FCC licenses for impairment, we combine our FCC licenses into reporting units based on our market clusters.

The fair values of the FCC licenses in each of our market clusters were estimated using an income approach. 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 incomecash flow margins, and a discount rate appropriate for the audio industry.

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. 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. If actual market conditions are less favorable than those projected by the industry or by us, or if events occur or circumstances change that would reduce the estimated fair value of our indefinite-lived intangible assets below the amounts reflected on our balance sheets, we may recognize future impairment charges, the amount of which may be material. For example, as of November 30, 2024, ifIf the discount rate used in our discounted cash flow analyses was increased toby 9.5%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 $2.5$8.4 million related to our FCC licenses. If the mature operating margins were decreased by 100 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 $10.5 million related to our FCC licenses.

Net Revenue. Net revenue decreased $6.8$34.4 million during the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. Audio revenue decreased $5.9$37.1 million during the year ended December 31, 20242025 as compared to the year ended December 31, 2023,2024, primarily due to decreases in local direct revenue, local agency revenue and national agency revenue partially 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.advertising. Digital revenue increased $1.3$2.7 million during the year ended December 31, 20242025 as compared to the year ended December 31, 2023,2024, primarily due to continued growth in the digital segment. 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.

CorporateOperating Expenses. CorporateOperating expenses decreased $1.0$15.2 million during the year ended December 31, 20242025 as compared to the year ended December 31, 2023,2024. 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 ancontinued increaseexpense management in digitalthe audio segment. Digital operating expenses allocateddecreased $3.5 million during the year ended December 31, 2025 as compared to operatingthe expenses,year partiallyended offsetDecember by31, an increase in compensation2024, primarily due to severancecontinued expensesexpense andmanagement contractin servicethe expenses.digital segment.

InterestCorporate Expense.Expenses. InterestCorporate expenseexpenses decreased $5.4$2.9 million during the year ended December 31, 20242025 as compared to the year ended December 31, 20232024, primarily due to repurchasesa ofdecrease thein Existing Notes throughout 2023compensation and contract expenses, partially offset by a debt restructuringdecrease in Octobercorporate 2024.expenses allocated to operating expenses.

Debt Issuance Expenses. In October 2024, we completed a debt restructuringrestructuring, and as a result of the restructuring, we incurred $6.0 million in debt restructuring costs,expenses, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring.restructure.

Gain on Sale of Investment. OnIn 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 the fourthsecond quarter of 2023,2025, we purchasedrepurchased $20.0$1.5 million aggregate principal amount of the Prior Notes for an aggregatea price equal to 65% of the principal amount and recorded an aggregatea gain of $6.8$0.5 million as a result of the purchases. In the second quarter of 2023, we purchased $3.0 million principal amount of the Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the purchase.repurchase.

Income Tax Benefit. Our effective tax rate was approximately (24)%18% and (18)%19% for the years ended December 31, 20232024 and 2024,2025, 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.

Overview. Our primary sources of liquidity is internally generated cash flow and cash on hand. Our primary liquidity needs have been, and for the next twelve12 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. In addition to property and equipment associated with station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our office and studio space, the maintenance of our towers and equipment, and digital products and information technology. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.

OnAs theof SettlementDecember Date,31, the2025, Issuerwe enteredhad intooutstanding (i)$30.9 amillion newaggregate indentureprincipal amount of 11.000% Senior Secured First Lien Notes due 2028 (the “NewExisting First Lien Notes”). Interest on the Existing First Lien Notes accrues at a rate of 11.000% per annum and is payable semi-annually in arrears on February 1 and August 1 of each year. The Existing First Lien Notes will mature on August 1, 2028. The Existing First Lien Notes were issued pursuant to an indenture, dated October 8, 2024, among Beasley Mezzanine Holdings, LLC, an indirect subsidiary of the Company (the “Issuer”), the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent (as supplemented to date, the “Existing First Lien Notes Indenture”). governingThe itsExisting NewFirst Notes,Lien whichNotes 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 liensliens. andThe (ii)Existing aFirst 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 ExchangeLien Notes Indenture and New Notes Indenture. 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 New Notes Indenture and the Exchange Notes Indenture containcontains 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 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.

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. As the aggregate undiscounted future principal and interest payments under the ExchangeExisting Second Lien Notes and NewExisting First Lien Notes were greater than the resulting net carrying amount of the ExistingPrior Notes at the time of the debt restructuring, the carrying amount of the debt was not further adjustedadjusted, 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. 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. 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 ExistingPrior 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 ExistingPrior Notes who participated in the NewFirst Lien Notes Offer.Offer (as defined in Note 9 below). 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. We paid $0.1approximately million$30,000 to repurchase 7,6185,561 shares during the year ended December 31, 2024.2025. From time to time, we may seek to repurchase, redeem or otherwise retire our Existingexisting Notes, New Notes and Exchange Notesindebtedness through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

WeIn expectaddition to the Refinancing Transactions, we may provide for future liquidity needs through one or a combination of the following sources of liquidity:

additional borrowings or notes offerings, to the extent permitted under the Existingagreements Notesgoverning Indenture,our Newexisting Notes Indenture and Exchange Notes Indentureindebtedness; and additional equity offerings.

Net Cash Used In Operating Activities. Net cash used in operating activities was $3.7$8.5 million during the year ended December 31, 2024,2025, as compared to net cash used in operating activities of $4.7$3.7 million during the year ended December 31, 2023.2024. Significant factors affecting the $1.0$4.8 million decreaseincrease in net cash used in operating activities included a $11.3$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, partiallya offset$10.3 bymillion decrease in interest payments, and a $7.2$2.2 million decrease in cash receiptspaid fromfor revenue,corporate a $1.7 million increase in interest payments and a $1.6 million increase in income tax payments.expenses.

Net Cash Provided By Investing Activities. Net cash provided by investing activities was $4.3$5.6 million during the year ended December 31, 2024,2025, as compared to net cash provided by investing activities of $6.9$4.3 million during the year ended December 31, 2023.2024. 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. 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 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 used in financing activities was $13.6$1.0 million during the year ended December 31, 2024,2025, as compared to net cash used in financing activities of $15.0$13.6 million during the year ended December 31, 2023.2024. Net cash used in financing activities during the year ended December 31, 2025 included Existing Notes repurchases of $1.0 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. Net cash used in financing activities for the same period in 2023 included Existing Notes repurchases of $14.9 million.

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 expireswas terminated on AugustFebruary 31,6, 2029.2026. For more information, see Note 22 to the consolidated financial statements. Rental expense was $0.2 million for the year ended December 31, 2024.2025.

We leaseleased 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 expireswas terminated on DecemberJune 31,30, 2028.2025. Rental expense was $0.2$0.1 million for the year ended December 31, 2024.2025.

We leaseleased a tower for one station in Augusta, GA from Wintersrun. The lease agreement expiresexpired on October 15, 2025. Rental expense was approximately $31,000$24,000 for the year ended December 31, 2024.2025.

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 MayMarch 2025.2026. 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. 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.

ThereOther than the risk factors below, there have been no material changes to the risks affecting our Company as previously disclosed in Part I, Item 1A, “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2025.

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. All statements other than statements of historical fact included in this document are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “plans,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions.

Our critical accounting estimates are described in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no additional material changes to our critical accounting estimates during the threesix months ended MarchJune 31,30, 2026.

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

The following summary table presents a comparison of our results of operations for the three months ended MarchJune 31,30, 2025 and 2026, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Net Revenue. Net revenue decreased $6.3$8.9 million during the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. Audio revenue decreased $6.3$7.3 million during the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025, primarily due to decreases in local direct revenue, local agency revenue and national agency revenue and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital revenue decreased $1.5 million during the three months ended MarchJune 31,30, 2026 wasas comparablecompared to the three months ended MarchJune 31,30, 2025.2025 primarily due to a decrease in third-party digital direct revenue.

Operating Expenses. Operating expenses decreased $3.1$5.9 million during the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. Audio operating expenses decreased $3.3$6.1 million during the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025, primarily due to continued expense management in the audio segment and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital operating expenses during the three months ended MarchJune 31,30, 2026 were comparable to the three months ended MarchJune 31,30, 2025.

Corporate Expenses. Corporate expenses decreased $0.5$1.4 million during the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025, primarily due to a decrease in compensation expenses and an increase in corporate expenses allocated to operating expenses, partially offset by an increase in contract services.expenses.

Income Tax Expense (Benefit).Expense. Our effective tax rate was 37%144% and 29%8% for the three months ended MarchJune 31,30, 2025 and 2026, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes andtaxes, certain expenses that are not deductible for tax purposes.purposes, the exclusion of cancellation of debt income under section 108 of the internal revenue code, and the valuation allowance.

Net Income (Loss). Net income for the three months ended MarchJune 31,30, 2026 was $3.2$84.3 million,million compared to a net loss of approximately $2.7$0.2 million for the three months ended MarchJune 31,30, 2025, as a result of the factors described above.

Overview. Our primary sources of liquidity are internally generated cash flow and cash on hand. 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. In addition to property and equipment associated with station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our office and studio space, the maintenance of our towers and equipment, and digital products and information technology. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.

Our Board has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company’s stockholders. In addition, as discussed in “Secured Notes” below, the Indentureindentures governing each series of our Notesnotes limitslimit our ability to pay dividends. The ABL Credit Agreement also restricts our ability to pay dividends and make other distributions on the Company’s capital stock without the prior written consent of the lender under the ABL Credit Facility, subject to limited exceptions.

Secured Notes. On May 1, 2026 (the “Settlement Date”), the Issuer completed: (i) the exchange (the “Exchange Offer”) of approximately $184.06$184.1 million aggregate principal amount of Existing Second Lien Notes (representing approximately 99.5% of the aggregate principal amount then outstanding of the Existing Second Lien Notes) for approximately $98.48$98.5 million aggregate principal amount of the Issuer’s newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”) at an exchange ratio of 50.0% of the aggregate principal amount of the Existing Second Lien Notes tendered for exchange, plus 50% of accrued and unpaid interest thereof, (ii) the purchase of $15.9 million aggregate principal amount of the Existing First Lien Notes at a purchase price of 100.0% of the par value thereof, plus accrued and unpaid interest (such offer, the “Tender Offer” and, together with the Exchange Offer, the “Offers”); and (iii) related consent solicitations (the “Consent Solicitations”) to proposed amendments to the existing indentures governing the Existing Notes (the “Existing Indentures”) to, among other things, (x) adopt certain proposed amendments to the Existing Indentures (the “Proposed Amendments”) and (y) release all of the collateral securing the Existing Second Lien Notes. On February 2, 2021, the Company issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the “Prior Notes”) under an indenture dated February 2, 2021 (the “Prior Notes Indenture”). 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 secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and were guaranteed jointly and severally by the Company and its majority owned subsidiaries. As of June 30, 2026, no Prior Notes remain outstanding.

Interest on the 2027 PIK Notes is payable exclusively in kind and accrues at the rate of 10.000% per annum and is payable semi-annuallysemiannually in arrears on April 30 and October 30 of each year, with interest accruing from October 30, 2026, and the first Interest Payment Date being April 30, 2027. The 2027 PIK Notes will mature on December 31, 2027. Pursuant to the springing maturity condition, if (i) on or before September 30, 2027, the Company and its subsidiaries have not entered into one or more binding agreements (subject solely to customary conditions precedent for transactions of the applicable type) for asset sales or debt or equity financings that the Company reasonably determines would yield proceeds, once consummated, sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding as of September 30, 2027, the 2027 PIK Notes will mature on such date, or (ii) an Event of Default (as defined in the 2027 PIK Notes Indenture) has occurred, the 2027 PIK Notes will mature on the date such Event of Default occurred. The springing maturity condition may be waived, amended or deleted by holders of a majority of the 2027 PIK Notes. The 2027 PIK Notes and related guarantees are secured on a second-lien priority basis by substantially all assets of the Issuer and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries. At any time on or after December 31, 2027 (or, if the springing maturity condition has occurred, the date on which the springing maturity condition occurred), or upon the occurrence of an Event of Default, holders of at least a majority in aggregate principal amount of the 2027 PIK Notes then outstanding may elect to convert all outstanding 2027 PIK Notes into shares of Class A common stock and Class B common stock. Upon such equity conversion, subject to obtaining any required regulatory approvals, all outstanding 2027 PIK Notes shall convert into shares representing, in the aggregate, 95% of the issued and outstanding Class A common stock and Class B common stock (calculated on a fully diluted basis) immediately following such conversion; provided that the conversion percentage shall be reduced to 90%, 85% or 80%, respectively, if the Issuer has made cash payments at par to holders in respect of principal of the 2027 PIK Notes equal to at least 85%, 90% or 95%, respectively, of the original aggregate principal amount of 2027 PIK Notes issued on May 1, 2026 (without giving effect to any increase in principal amount resulting from PIK Interest). The equity conversion is subject to obtaining prior approval of the Federal Communications Commission (“FCC”) and compliance with applicable FCC foreign ownership rules.

From time to time, we repurchase sufficient shares of our Class A Commoncommon Stockstock to fund withholding taxes in connection with the vesting of restricted stock units. We paid $1,735approximately $90,000 to repurchase 3494,213 shares during the threesix months ended MarchJune 31,30, 2026. 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. Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

additional borrowings or notes offerings, to the extent permitted under the agreements governing our existing indebtedness; and additional equity offerings.offerings, including at the market offerings pursuant to the Equity Distribution Agreement.

Off-Balance Sheet Arrangements. We did not have any off-balance sheet arrangements as of MarchJune 31,30, 2026.

Cash Flows. The following summary table presents a comparison of our cash flows for the threesix months ended MarchJune 31,30, 2025 and 2026 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Net Cash Used In Operating Activities. Net cash used in operating activities was $3.5$15.2 million during the threesix months ended MarchJune 31,30, 2026, as compared to net cash used in operating activities of $3.5$0.4 million during the threesix months ended MarchJune 31,30, 2025. Significant factors included a $4.5$7.9 million increase in cash paid for operating expenses, payments of $7.9 million for debt issuance expenses, and a $7.1 million decrease in cash receipts from revenue, partially offset by a $4.4 million decrease in interest payments andpayments, a $1.5$2.5 million decrease in cash paid for operating, corporate and other expenses, offset byand a $6.0$1.2 million decrease in cashincome receiptstax from revenue.payments.

Net Cash Provided By Investing Activities. Net cash provided by investing activities during the threesix months ended MarchJune 31,30, 2026 included proceeds of $19.3 million from property and equipment dispositions, partially offset by payments of $0.7$1.5 million for capital expenditures. Net cash provided by investing activities for the threesix months ended MarchJune 31,30, 2025 included proceeds of $2.7 million from property and equipment dispositions, partially offset by payments of $0.8$1.4 million for capital expenditures.

Net Cash Used In Financing Activities. Net cash used in financing activities during the threesix months ended MarchJune 31,30, 2026 included debt payments of $18.7$18.8 million and payment of debt issuance expenses of $2.7 million partially offset by debt issuance of $15.1 million and common stock issuance of $0.6 million. Net cash used in financing activities during the six months ended June 30, 2025 included Prior Notes repurchases of $1.0 million.