UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Beasley Broadcast Group, Inc. (the “Company”) deeply regrets to disclose that Peter A. Bordes, Jr., a member of the Company’s Board of Directors (the “Board”), passed away on September 19, 2026. The Company is saddened by Mr. Bordes’s untimely passing and extends its sincere condolences to his family and friends. Mr. Bordes joined the Company’s Board as an independent director in November 2016 and served on the Audit Committee of the Board (the “Audit Committee”) and the Compensation Committee of the Board at the time of his passing.
Following the death of Mr. Bordes, the Audit Committee has temporarily been reduced to two members, both of whom are independent directors. Due to the reduced number of Audit Committee members, the Company is no longer compliant with Nasdaq Rule 5605(c)(2)(A), which requires that the audit committee of a Nasdaq-listed company consist of at least three members, each of whom is an independent director. Upon receiving notification on September 23, 2026 of Mr. Bordes’s passing, the Company notified Nasdaq of the resulting non-compliance with Rule 5605(c)(2)(A). Pursuant to Nasdaq Rule 5605(c)(4)(B), the Company intends to rely on the cure period to reestablish compliance with Nasdaq Rule 5605(c)(2)(A). The cure period will expire upon the earlier of (i) the Company’s next annual meeting of stockholders or (ii) September 19, 2027. The Company intends to appoint an independent director to the Audit Committee by the cure period under Nasdaq Rule 5605(c)(4)(B).
SIGNATURE
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: September 24, 2026 | By: | /s/ Chris Ornelas | ||||
| Chris Ornelas | ||||||
| General Counsel and Secretary | ||||||