UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 11, 2026, the Board of Directors (the “Board”) of Beasley Broadcast Group, Inc. (the “Company”) increased the size of the Board from six to seven directors and appointed Jeffrey D. Goldberg to fill the vacancy created by such increase, effective immediately. The Board also appointed Mr. Goldberg to serve on the Strategic Alternatives Committee of the Board. Mr. Goldberg will be compensated for his service as a director as follows: $85,000 in annual compensation in cash, consisting of (i) a $65,000 annual retainer, (ii) a $7,500 annual fee for service on the Strategic Alternatives Committee of the Board and (iii) $12,500 of other cash consideration for services.
Mr. Goldberg has extensive experience as an executive and board member of companies principally in the health care services and technology sectors, having served on more than a dozen boards since 2011. His prior experience includes serving as president of IncuMed, a medical technology incubator, as Senior Vice President and General Counsel of Advanced Bionics, and as CFO of a specialty hospital. Mr. Goldberg has also served as counsel for Occidental Petroleum Corporation.
There are no related party transactions between the Company and Mr. Goldberg reportable under Item 404(a) of Regulation S-K.
Mr. Goldberg was elected to the Board of Directors pursuant to the terms of the Amended and Restated Transaction Support Agreement, dated as of April 27, 2026 (the “A&R TSA”), by and among the Company and the supporting holders party thereto. For more information on the A&R TSA, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEASLEY BROADCAST GROUP, INC. | ||||||
| Date: May 11, 2026 | By: | /s/ Chris Ornelas | ||||
| Chris Ornelas General Counsel and Secretary | ||||||