Supplemental Prospectus (Form 424B5)

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-295967

Prospectus Supplement

(to Prospectus dated June 4, 2026)

200,000 Shares of Class A Common Stock

Pre-Funded Warrants to Purchase Up to 157,000 Shares of Class A Common Stock

Up to 157,000 Shares of Class A Common Stock Underlying the Pre-Funded Warrants

Beasley Broadcast Group, Inc.

Beasley Broadcast Group, Inc. ("we," "us" or the "Company") is offering to a single institutional investor in a registered direct offering 200,000 shares of its Class A Common Stock, par value $0.001 per share ("Class A Common Stock"), together with pre-funded warrants to purchase up to 157,000 shares of Class A Common Stock (the "Pre-Funded Warrants") through this prospectus supplement and the accompanying prospectus. The Pre-Funded Warrants have an exercise price of $0.0001 per share of Class A Common Stock, are immediately exercisable and may be exercised at any time until exercised in full, subject to the limitation that exercise may not result in the investor's beneficial ownership exceeding 4.99% (or, at the election of the investor, 9.99%) of our outstanding shares of Class A Common Stock. This prospectus supplement and the accompanying prospectus also relate to the issuance of shares of Class A Common Stock upon the exercise of the Pre-Funded Warrants sold in this offering.

In a concurrent private placement with the investor (the "Concurrent Private Placement"), we are issuing unregistered warrants to purchase up to 357,000 shares of Class A Common Stock (the "Warrants"). The Warrants have an exercise price of $15.00 per share of Class A Common Stock, are exercisable six months following their issuance, and will expire five and a half years from issuance.

Each share of Class A Common Stock or Pre-Funded Warrant is being sold together with one Warrant to purchase one share of Class A Common Stock. The combined purchase price per share of Class A Common Stock and privately placed accompanying Warrant is $14.00. The combined purchase price per Pre-Funded Warrant and privately placed accompanying Warrant is $13.9999, which is equal to the combined purchase price per share of Class A Common Stock and privately placed accompanying Warrant, less $0.0001.

Our Class A Common Stock is listed for trading on the Nasdaq Capital Market under the symbol "BBGI". On September 28, 2026, the last reported sale price for our Class A Common Stock on the Nasdaq Capital Market was $14.59 per share.

There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, we expect that the liquidity of the Pre-Funded Warrants will be limited.

The Warrants and the shares of Class A Common Stock issuable upon the exercise of the Warrants are being offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"), and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus.

As of May 15, 2026, the date we filed our registration statement on Form S-3, we are subject to General Instruction I.B.6 of Form S-3 (which we refer to as "General Instruction I.B.6"), which limits the amounts that we may sell under the registration statement of which this prospectus supplement and the accompanying

prospectus form a part. The aggregate market value of our Common Stock held by non-affiliates pursuant to General Instruction I.B.6 is $18,664,300, which was calculated based on 716,755 shares of our Class A Common Stock held by non-affiliates as of August 4, 2026, at a price of $26.04 per share as of August 3, 2026. During the 12 calendar months prior to, and including, the date of this prospectus supplement, we sold $635,595 of our securities pursuant to General Instruction I.B.6. As of the date of this prospectus supplement, the aggregate amount of securities we are permitted to sell pursuant to General Instruction I.B.6 is $5,585,838.

We have engaged A.G.P./Alliance Global Partners to act as our sole placement agent (the "Placement Agent") in connection with the securities offered by this prospectus supplement and the accompanying prospectus. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities but has agreed to use its best efforts to arrange for the sale of the securities offered hereby. We have agreed to pay the Placement Agent a fee based on the aggregate proceeds raised in this offering as set forth in the table below. See "Plan of Distribution" in this prospectus supplement for more information regarding these arrangements.

Investing in our securities involves a high degree of risk. Before investing in our securities, you should carefully read and consider the information under "Risk Factors" beginning on page S-4 of this prospectus supplement, and under similar sections contained in our annual and quarterly reports filed with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, which are incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Delivery of the securities offered hereby is expected to be made on or about September 30, 2026, subject to the satisfaction of certain closing conditions.

Sole Placement Agent

A.G.P.

The date of this prospectus supplement is September 28, 2026

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement that we have filed with the U.S. Securities and Exchange Commission (which we refer to as the "SEC") under the Securities Act of 1933, as amended (which we refer to as the "Securities Act"), using a "shelf" registration process. Under this process, we may, from time to time, offer and sell any combination of our securities described in the accompanying prospectus in one or more offerings. We are providing information to you about this offering of shares of our Class A Common Stock and Pre-Funded Warrants in two parts. The first part is this prospectus supplement, which provides you with specific information regarding the terms of this offering, our Class A Common Stock and Pre-Funded Warrants and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides more general information, some of which does not apply to our Class A Common Stock and Pre-Funded Warrants.

This prospectus supplement adds to, updates, and changes information contained in the accompanying prospectus and the information incorporated by reference therein with respect to this offering of shares of our Class A Common Stock and our Pre-Funded Warrants. To the extent that any information in this prospectus supplement is inconsistent with the information in the accompanying prospectus or any information incorporated by reference therein, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.

You should read both this prospectus supplement and the accompanying prospectus as well as the additional information described under "Incorporation of Documents by Reference" and "Where You Can Find More Information" in this prospectus supplement, in their entireties, before you decide to invest in shares of our Class A Common Stock or Pre-Funded Warrants.

We are responsible for the information contained in this prospectus supplement, the accompanying prospectus, and in any free-writing prospectus we prepare or authorize. Neither we nor the Placement Agent have authorized any other party to provide you with different information other than the information contained in, or incorporated by reference into, this prospectus supplement, the accompanying prospectus, or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the Placement Agent take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, and any such free writing prospectus is accurate only as of the date on its respective cover, and that the information contained in any document incorporated by reference herein and therein is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

Neither we nor the Placement Agent are making an offer to sell, or soliciting offers to buy, shares of our Class A Common Stock or Pre-Funded Warrants in any jurisdiction where the offer, solicitation, or sale is not permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of shares of our Class A Common Stock and Pre-Funded Warrants pursuant to this prospectus supplement in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, this offering of shares of our Class A Common Stock and Pre-Funded Warrants and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any shares of our Class A Common Stock or Pre-Funded Warrants in any jurisdiction where the offer, solicitation, or sale is not permitted.

In this prospectus supplement, references to the "Company," "we," "us" and "our" refer collectively to Beasley Broadcast Group, Inc. and its consolidated subsidiaries, unless otherwise stated or the context requires otherwise.

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USE OF MARKET AND INDUSTRY DATA

This prospectus supplement and the accompanying prospectus include or incorporates by reference market and industry data that we have obtained from third-party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industry in which we operate. Our management has developed its knowledge of our industry through its experience and participation in the industry. While our management believes the third-party sources referred to or incorporated by reference in this prospectus supplement and the accompanying prospectus are reliable, neither we nor our management have independently verified any of the data from such sources referred to or incorporated by reference in this prospectus supplement or the accompanying prospectus or ascertained the underlying economic assumptions relied upon by such sources. Internally prepared and third-party market forecasts, in particular, are estimates only and may be inaccurate, especially over long periods of time. Furthermore, references in or incorporated by reference in this prospectus supplement or the accompanying prospectus to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this prospectus supplement or the accompanying prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, contain forward-looking statements. 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.

Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to:

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Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. We do not intend, and undertake no obligation, to update any forward-looking statement.

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RISK FACTORS

Investing in our securities involves a high degree of risk. Before you invest in our securities, you should carefully consider the risks described below, as well as general economic and business risks and the other information in this prospectus supplement and in the documents incorporated by reference herein, including those set forth under the heading "Risk Factors" in our Annual Report, as updated by our subsequent quarterly reports on Form 10-Q and other filings we made with the SEC. The occurrence of any of the events or circumstances described below or other adverse events could have a material adverse effect on our business, results of operations and financial condition and could cause the trading price of our Class A Common Stock to decline. Additional risks or uncertainties not presently known to us or that we currently deem immaterial may also harm our business. Any of the following risks, as well as the risks discussed in the documents incorporated by reference herein, could have a material adverse effect on our business, operating results and financial condition and cause the trading price of our Class A Common Stock to decline, which would cause you to lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, including our financial statements and the related notes thereto. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us may also adversely affect our business.

Risks Related to Our Class A Common Stock and this Offering

If you purchase shares of our Class A Common Stock in this offering, you may incur immediate and substantial dilution in the book value of your shares.

The offering price per share of Class A Common Stock in this offering exceeds the net tangible book value per share of our Class A Common Stock. After deducting the Placement Agent's fees and estimated offering expenses payable by us, and excluding the proceeds, if any, from the subsequent exercise of the Pre-Funded Warrants and Warrants for cash, you would experience immediate dilution of approximately $81.55 per share of Common Stock (as defined below), representing the difference between our as adjusted net tangible book value per share of Common Stock as of June 30, 2026, after giving effect to this offering and the assumed offering price. See the section titled "Dilution" in this prospectus supplement for a more detailed illustration of the dilution you would incur if you participate in this offering. We may in the future issue shares of Class A Common Stock for general corporate purposes and other purposes. Purchasers of shares of our Class A Common Stock that we sell, as well as our existing stockholders, will experience significant dilution if we sell shares of our Class A Common Stock at prices significantly below the price at which they invested. As a result of the dilution to investors purchasing shares of our Class A Common Stock in this offering, investors may receive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation.

In addition, there could be significant dilution, if at any time on or after December 31, 2027, or upon the occurrence of an Event of Default (as defined in the 2027 PIK Notes Indenture (as defined herein)), holders of at least a majority in aggregate principal amount of the 2027 PIK Notes (as defined herein) then outstanding elect to convert all outstanding 2027 PIK Notes into shares of Class A Common Stock and Class B Common Stock ("Common Stock") representing, in the aggregate, up to 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. See "Description of Our Class A Common Stock-Equity Conversion, Dilution and Change in Control" in this prospectus supplement for more information. Shares issuable upon the vesting of restricted stock units could also result in additional dilution.

The market price of our Class A Common Stock has been and may continue to be volatile, and you may not be able to resell your shares of Class A Common Stock at or above the price you paid.

The market price of our Class A Common Stock has been volatile and is likely to continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors, many of which we

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cannot control, including those described in the sections captioned "Risk Factors" in this prospectus supplement and the documents incorporated by reference herein. For example, in recent months, the closing sale price of shares of our Class A Common Stock on Nasdaq has been reported as low as $3.67 per share and as high as $26.37 per share. Among other factors, broad market and industry factors, quarterly fluctuations in financial results, negative publicity, or changes in securities analysts' recommendations could cause the market prices of our Class A Common Stock to fluctuate substantially. Each of these factors, among others, could harm your investment in shares of our Class A Common Stock, and could result in you being unable to resell the shares of Class A Common Stock that you purchase at a price equal to or above the price you paid.

Additionally, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer. In connection with any lawsuits brought by any of our stockholders against us, we could incur substantial costs defending any such lawsuit and the attention of our management would be diverted from the operation of our business.

The number of shares of our Class A Common Stock available for future issuance or sale could adversely affect the per share trading price of our Class A Common Stock.

We cannot predict whether future sales and issuances of our Class A Common Stock, or the availability of such shares for sale in the open market, will decrease the per share trading price of our Class A Common Stock. The sale and issuance of a substantial number of shares of our Class A Common Stock in the public market, or the perception that such sales and issuances might occur, could adversely affect the trading price of our Class A Common Stock.

Speculation in our publicly-traded Class A Common Stock has resulted, and may continue to result, in extreme price volatility.

Our stock price has experienced extreme price volatility, which may be driven by stockholders or outside investors speculating on the direction of movements in the price of our Class A Common Stock. Speculation in the price of our Class A Common Stock may involve long and short exposures. Sudden changes in demand or supply for our Class A Common Stock due to speculation or other reasons may create trading anomalies that add volatility to the trading price of our Class A Common Stock. In addition, the price or our Class A Common Stock may not reflect traditional indicators of value, such as our future prospects and those of our industry in general; future potential revenues, earnings, cash flows, and other financial and operating information, or multiples thereof; market prices of securities and other financial and operating information of broadcast companies; and the views of research analysts. As a result, the volatility or direction of our stock price may be unrelated or disproportionate to our operating results, which could cause significant losses to your investments.

This offering and the Concurrent Private Placement may cause the trading price of our Class A Common Stock to decrease.

The price per share of Class A Common Stock and concurrently sold Warrants, together with the number of share of Class A Common Stock we propose to issue and ultimately will issue if this offering and the Concurrent Private Placement are completed, may result in an immediate decrease in the market price of our Class A Common Stock. This decrease may continue after the completion of this offering and the Concurrent Private Placement.

Our Class A Common Stock has in the past experienced, and may in the future experience, relatively low trading volume.

The average daily trading volume for our Class A Common Stock has in the past been, and may in the future be, relatively low compared to many other publicly traded securities. Due to this relatively low trading volume, sales of our Class A Common Stock, or the expectation of sales, may place significant downward pressure on the

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market price of our Class A Common Stock, and it may be difficult for investors to sell their shares of Class A Common Stock in the public market at prevailing prices at any given time. Limited liquidity in the respective trading markets for our Class A Common Stock may adversely affect your ability to sell your shares of Class A Common Stock at the time you wish to sell them or at a price that you consider acceptable, and consequently, you may suffer a loss on your investment. There can be no assurance that more active or consistent trading market for the Class A Common Stock will develop or be maintained.

There may not be an active market for our Class A Common Stock, making it difficult for you to sell your stock, and our Common Stock may be subject to immediate and substantial dilution.

Our Class A Common Stock may not be actively traded in the future. An illiquid market for our Class A Common Stock may result in price volatility and poor execution of buy and sell orders for investors. The price and trading volume of our Class A Common Stock have fluctuated widely for a number of reasons, including some reasons that may be unrelated to our business or results of operations. This market volatility could depress the price of our Class A Common Stock without regard to our operating performance. In addition, our operating results may be below expectations of public market analysts and investors. If this were to occur, the market price of our Class A Common Stock could decrease significantly. In addition, there could be significant dilution of our Common Stock, if at any time on or after December 31, 2027, 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 elect to convert all outstanding 2027 PIK Notes into shares of Class A Common Stock and Class B Common Stock representing, in the aggregate, up to 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. Shares issuable upon the vesting of restricted stock units could also result in additional dilution.

We have not paid dividends in the past and do not expect to pay dividends in the future, and, as a result, any return on investment may be limited to the value of shares of Class A Common Stock (including shares of our Class A Common Stock issuable upon exercise of Pre-Funded Warrants).

We have never paid dividends and do not anticipate paying dividends in the foreseeable future. The payment of dividends will depend on our earnings, capital requirements, financial condition, prospects and other factors our board of directors may deem relevant. If we do not pay dividends, shares of our Class A Common Stock (including the shares of our Class A Common Stock issuable upon exercise of Pre-Funded Warrants) may be less valuable because a return on your investment will only occur if the price per share of Class A Common Stock appreciates and you sell the shares of Class A Common Stock thereafter.

This offering is being conducted on a "best efforts" basis.

The Placement Agent is offering the shares of our Class A Common Stock and Pre-Funded Warrants on a "best efforts" basis, and the Placement Agent is under no obligation to purchase any securities for its own account. The Placement Agent is not required to sell any specific number or dollar amount of shares of Class A Common Stock and Pre-Funded Warrants in this offering but will use its best efforts to sell the securities offered in this prospectus supplement. As a "best efforts" offering, there can be no assurance that the offering contemplated hereby will ultimately be consummated.

We have substantial debt that could have important consequences to you.

Our ability to generate cash for, make payments on or refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control. We have debt that is substantial in relation to our accumulated deficit. In February 2026, we failed to make a scheduled interest payment on our long-term debt. While we have restructured a significant portion of the Company's outstanding indebtedness, our long-term debt is substantial in amount and could have an impact on you. For example, it could:

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Any additional borrowings or note offerings would further increase the amount of our debt and the associated risks. In addition, there can be no assurances that additional financing will be available or on terms that will be acceptable to us, or at all. If we are unable to pay back our indebtedness prior to the scheduled maturity date, we may not have sufficient cash on hand to repay our long-term debt upon maturity, and may experience a change of control and dilution of existing common stock, which would have an adverse effect on our business, financial condition, and operating results in the event the lenders declare an event of default and exercise their rights and remedies.

Risks Related to the Pre-Funded Warrants

The Pre-Funded Warrants are speculative in nature.

Commencing on the date of issuance, the investor in this offering may exercise its right to acquire shares of our Class A Common Stock by exercising its Pre-Funded Warrants and paying an exercise price per share equal to $0.0001 per share of Class A Common Stock (assuming no cashless exercise), subject to certain adjustments, without expiration. Following this offering, the market value of the Pre-Funded Warrants, if any, is uncertain and there can be no assurance that the market price of the shares of Class A Common Stock will ever equal or exceed their imputed offering price.

There is no public market for the Pre-Funded Warrants being offered in this offering.

There is no established public trading market for the Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system, including Nasdaq. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.

Holders of the Pre-Funded Warrants will have no rights as a holder of shares of our Class A Common Stock until such holders exercise their Pre-Funded Warrants and acquire shares of our Class A Common Stock.

Until you acquire shares of our Class A Common Stock upon exercise of your Pre-Funded Warrants, you will have no rights with respect to the shares of our Class A Common Stock underlying such Pre-Funded Warrants. Upon exercise of your Pre-Funded Warrants, you will be entitled to exercise the rights of a holder of shares of our Class A Common Stock only as to matters for which the record date occurs after the exercise date.

We will not receive any meaningful amount of additional funds upon the exercise of the Pre-Funded Warrants.

Each Pre-Funded Warrant will be exercisable until it is fully exercised and by means of payment of a $0.0001 cash purchase price upon exercise or by means of a "cashless exercise" according to a formula set forth in the Pre-Funded Warrant. Accordingly, we will not receive any meaningful additional funds upon the exercise of the Pre-Funded Warrants.

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Significant holders or beneficial holders of shares of our Class A Common Stock may not be permitted to exercise the Pre-Funded Warrants that they hold.

The Pre-Funded Warrants contain limitations on exercise that may restrict a holder's ability to exercise the Pre-Funded Warrants. A holder will not be permitted to exercise any portion of its Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder (together with its affiliates) would beneficially own more than 9.99% of our outstanding shares of Class A Common Stock or the combined voting power of our outstanding voting securities, unless the limitation otherwise ceases to apply. In addition, the Pre-Funded Warrants contain customary beneficial ownership limitations that prohibit a holder from exercising any portion of its Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would beneficially own more than 9.99% of our outstanding shares of Class A Common Stock.

As a result of these exercise limitations, holders may be unable to exercise their Pre-Funded Warrants at a time when doing so would otherwise be economically advantageous. In such circumstances, a holder could seek to sell its Pre-Funded Warrants to realize value, but may be unable to do so because there is no established trading market for the Pre-Funded Warrants and they are subject to applicable transfer restrictions. Accordingly, holders may not be able to realize the full value of their investment in the Pre-Funded Warrants.

Upon the occurrence of certain fundamental transactions, holders of the Pre-Funded Warrants may receive cash, securities or other property in exchange for, or upon exercise of, the Pre-Funded Warrants.

If, at any time while the Pre-Funded Warrants remain outstanding, we consummate a "Fundamental Transaction" (as defined in the Pre-Funded Warrants), including, among other transactions, a merger, consolidation, tender or exchange offer, sale of substantially all of our assets, recapitalization or other business combination, the holders of the Pre-Funded Warrants will, upon exercise of the Pre-Funded Warrants following such transaction, generally be entitled to receive the same type and amount of consideration that the holders of the underlying shares of our Class A Common Stock would have been entitled to receive in connection with the Fundamental Transaction, or the Alternate Consideration (as defined in the Pre-Funded Warrants), subject to the terms and limitations of the Pre-Funded Warrants. If holders of shares of our Class A Common Stock are given a choice regarding the form of consideration to be received in the Fundamental Transaction, holders of the Pre-Funded Warrants will generally be afforded the same choice with respect to the Alternate Consideration they receive upon exercise of the Pre-Funded Warrants following the transaction. As a result, depending on the structure of the Fundamental Transaction, holders of the Pre-Funded Warrants may receive cash, securities, other property or a combination thereof upon exercise of the Pre-Funded Warrants after the transaction.

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USE OF PROCEEDS

We intend to use the net proceeds that we receive from this offering and the Concurrent Private Placement will be approximately $4,348,105, after deducting the Placement Agent's fees and estimated offering expenses payable by us, and excluding the proceeds, if any, from the subsequent exercise of the Pre-Funded Warrants and Warrants for cash. In the event that the Pre-Funded Warrants are exercised for cash, we will not receive any meaningful amount of additional funds upon such exercise.

We intend to use the net proceeds from this offering and the Concurrent Private Placement, together with the net proceeds from the Sale Transactions, to reduce our borrowings under the ABL Credit Facility by approximately $2,174,052 and to redeem approximately $11,415,600 of the First Lien Notes at a redemption price of 100.000% plus interest accrued to, but excluding, the date of redemption.

As of June 30, 2026, we had $15,000,630 outstanding under the ABL Credit Facility. Borrowings under the ABL Credit Facility bear interest at a floating rate per annum equal to the greater of (x) a term-SOFR based rate plus an applicable margin of 4.25% and (y) 6.75%. The ABL Credit Facility matures on the earlier of (i) May 1, 2029 and (ii) the Term Debt Maturity Date (as defined in the ABL Credit Agreement).

This prospectus supplement does not constitute a notice of redemption with respect to the First Lien Notes.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2026:

You should read this table in conjunction with our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Quarterly Report for the quarter ended June 30, 2026, and incorporated by reference herein, as well as our audited consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report, 2025, and incorporated by reference herein and with the section entitled "Use of Proceeds" within this prospectus supplement.

The "As Adjusted" and "As Further Adjusted" information below is illustrative only.

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DILUTION

If you invest in our shares of our Class A Common Stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the public offering price per share of Class A Common Stock and the as adjusted net tangible book value per share of Common Stock immediately after this offering.

Our historical net tangible book value as of June 30, 2026 was ($143,008,720), or ($77.19) per share of Common Stock. Our historical net tangible book value is the amount of our total tangible assets less our total liabilities. Historical net tangible book value per share represents historical net tangible book value divided by the 1,019,614 shares of Class A Common Stock and 833,137 shares of Class B Common Stock outstanding as of June 30, 2026.

After giving effect to the sale of 200,000 shares of our Class A Common Stock in this offering at a price of $14.00 per share of Class A Common Stock, and after deducting the Placement Agent's fees and estimated offering expenses payable by us, and excluding the proceeds, if any, from the subsequent exercise of the Pre-Funded Warrants and Warrants for cash, and assuming no exercise of the Pre-Funded Warrants or the Warrants issued in the Concurrent Private Placement sold by us, our as adjusted net tangible book value as of June 30, 2026, would have been approximately ($138,660,615), or ($67.55) per share of Common Stock. This represents an immediate increase in net tangible book value of $9.64 per share to existing shareholders and immediate dilution in net tangible book value of $81.55 per share to investors purchasing shares of our Class A Common Stock in this offering at the assumed public offering price.

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DESCRIPTION OF OUR CLASS A COMMON STOCK

The following summary of the terms and provisions of our Class A Common Stock does not purport to be complete and is qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation, as amended and as may be further amended from time to time (our "Certificate of Incorporation"), and our Fourth Amended and Restated Bylaws, as may be further amended from time to time (our "Bylaws"), each of which is included as an exhibit to the registration statement of which the accompanying prospectus is a part, and is incorporated by reference herein. Please also refer to applicable provisions of the General Corporation Law of the State of Delaware, as amended (the "DGCL").

General

Pursuant to the Certificate of Incorporation, the total number of shares of capital stock that the Company is authorized to issue is 235,000,000 shares consisting of: (a) 10,000,000 shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock"), (b) 150,000,000 shares of Class A Common Stock and (c) 75,000,000 shares of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"). The Board of Directors of the Company (the "Board") has authority to fix by resolution the designations and powers, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof, including, without limitation, the voting rights, dividend rate, purchase or sinking funds, provisions for redemption, conversion rights, redemption price and liquidation preference, of any series of shares of Preferred Stock, and to fix the number of shares constituting any such series.

As of September 25, 2026, there were 1,019,614 shares of our Class A Common Stock, 833,137 shares of our Class B Common Stock issued and no shares of Preferred Stock issued and outstanding.

Class A Common Stock

Voting Rights

The holders of Class A Common Stock are entitled to one vote for each share held and the holders of Class B Common Stock are entitled to ten votes for each share held, on all matters voted upon by stockholders, including the election of directors and any proposed amendment to the Certificate of Incorporation. At every meeting of the stockholders called for the election of directors, the holders of Class A Common Stock, voting separately as a class, shall be entitled to elect two of the directors to be elected at such meeting. The holders of Class A Common Stock and Class B Common Stock, voting together as a class, shall be entitled to elect the remaining number of directors to be elected at such meeting.

Dividend, Liquidation and Other Rights

Subject to the provisions of any Preferred Stock, the holders of Class A Common Stock are entitled to such dividends as may be declared at the discretion of the Board out of funds legally available for that purpose. No dividend may be declared or paid in cash or property on any share of any class of Common Stock unless simultaneously the same dividend is declared or paid on each share of that and every other class of Common Stock, provided that, in the event of stock dividends, holders of a specific class of Common Stock shall be entitled to receive only additional shares of that class.

Subject to the provisions of any Preferred Stock, the holders of Class A Common Stock will be entitled to share ratably with all other classes of Common Stock in the net assets of the Company upon liquidation after payment or provision for all liabilities. The shares of Class A Common Stock are not convertible and are not subject to sinking fund or redemption provisions.

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Foreign Ownership

The Certificate of Incorporation restricts the ownership, voting and transfer of our capital stock, including the Class A Common Stock, in accordance with the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder, which prohibit the issuance of more than 25% of our outstanding capital stock, or more than 25% of the voting rights such stock represents, to or for the account of aliens, as defined by the FCC, or corporations otherwise subject to domination or control by aliens. Our Certificate of Incorporation prohibits any transfer of our capital stock that would cause a violation of this prohibition and authorizes the Board to take action to enforce these prohibitions, including restricting the transfer of shares of capital stock to aliens and placing a legend restricting foreign ownership on the certificates representing the Class A Common Stock. In addition, our Certificate of Incorporation provides for the redemption of shares of our capital stock by action of the Board to the extent necessary to comply with alien ownership restrictions.

Conversion of Class B Common Stock into Class A Common Stock

All of our Class B Common Stock is owned or controlled by members of the Beasley family. Subject to any necessary approval of the FCC, all shares of Class B Common Stock may be converted at any time into a like number of shares of Class A Common Stock at the option of the holder. A Class B Common Stockholder may transfer shares of Class B Common Stock held by it only to Class B Permitted Transferees (as defined in our Certificate of Incorporation), and Class B Permitted Transferees may transfer shares of Class B Common Stock only to other Class B Permitted Transferees. Class B Permitted Transferees include, but are not limited to, the Beasley family and their lineal descendants, their respective estates, spouses, former spouses, parents or grandparents, or lineal descendants thereof, and certain trusts and other entities for the benefit of, or beneficially owned by, these persons.

If any shares of Class B Common Stock are transferred to any person or entity other than a Class B Permitted Transferee, such shares will automatically be converted into a like number of shares of Class A Common Stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares, a quantity of Class A Common Stock sufficient to provide for the conversion of all outstanding shares of Class B Common Stock.

Equity Conversion, Dilution and Change in Control

On May 1, 2026, Beasley Mezzanine Holdings, LLC (the "Issuer"), a direct, wholly owned subsidiary of the Company, issued $98,475,254 in aggregate principal amount of 10.000% Senior Secured Second Lien PIK Notes due 2027 (the "2027 PIK Notes") pursuant to an indenture, dated as of May 1, 2026 (the "2027 PIK Notes Indenture"). At any time on or after December 31, 2027, or upon the occurrence of an Event of Default (as defined in the 2027 PIK Notes Indenture), 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 the Company's Class A Common Stock and the Company's Class B Common Stock (such shares issuable upon conversion, the "Conversion Shares") (such conversion, the "Equity Conversion").

Upon such Equity Conversion, subject to obtaining any required regulatory approvals, all outstanding 2027 PIK Notes shall convert into Conversion 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 (as defined in the 2027 PIK Notes Indenture)). The Equity Conversion is subject to obtaining prior approval of the FCC and compliance with applicable FCC foreign ownership rules.

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Limitations on Directors' and Officers' Liability

Our Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law, which specifies that a director of a company adopting such a provision will not be personally liable for monetary damages for breach of fiduciary duty as a director, except for the liability for:

Our Certificate of Incorporation provides for mandatory indemnification of directors and officers and authorizes indemnification for employees and agents in such manner, under such circumstances and to the fullest extent permitted by the DGCL. The DGCL generally authorizes indemnification as to all expenses incurred or imposed as a result of actions, suits or proceedings if the indemnified parties act in good faith and in a manner they reasonably believe to be in, or not opposed to, the best interests of the Company. We believe these provisions are necessary and useful to attract and retain qualified persons as directors. We maintain directors and officers insurance for the benefit of our directors and officers.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A Common Stock is Equiniti Trust Company, LLC.

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DESCRIPTION OF OUR PRE-FUNDED WARRANTS

The following discussion is a summary of material U.S. federal income tax consequences of the purchase, ownership, and disposition of shares of our Class A Common Stock and Pre-Funded Warrants issued pursuant to this offering and accompanying Warrants, and shares of our Class A Common Stock received upon exercise of the Pre-Funded Warrants and accompanying Warrants (collectively, the "Securities"), but does not purport to be a complete analysis of all potential tax effects. For example, this discussion does not address any tax consequences to holders of a "fundamental transaction" as described in this prospectus supplement. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of Securities. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership, and disposition of the Securities.

This discussion is limited to holders that hold the Securities as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder's particular circumstances, including the impact of the Medicare contribution tax on net investment income and any alternative minimum tax. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the Securities, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the

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partnership, and certain determinations made at the partner level. Accordingly, partnerships holding the Securities and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE SECURITIES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Allocation of Purchase Price

Each share of Class A Common Stock or Pre-Funded Warrant, as applicable, and accompanying Warrant purchased at original issuance pursuant to this offering will be treated for U.S. federal income tax purposes as an investment unit consisting of one share of our Class A Common Stock or Pre-Funded Warrant, as applicable, and one accompanying Warrant to purchase one share of our Class A Common Stock. In determining a holder's initial tax basis for the share of Class A Common Stock or Pre-Funded Warrant and accompanying Warrant constituting an investment unit, holders should allocate their purchase price for the investment unit between the share of Class A Common Stock or Pre-Funded Warrant, as applicable, and the accompanying Warrant on the basis of their respective fair market values at the time of issuance. We do not intend to advise holders with respect to this determination, and holders are advised to consult their tax and financial advisors with respect to the relative fair market values of the shares of Class A Common Stock or Pre-Funded Warrants, as applicable, and the accompanying Warrants for U.S. federal income tax purposes.

Treatment of the Pre-Funded Warrants

Although not free from doubt, a Pre-Funded Warrant should be treated as a share of our Class A Common Stock for U.S. federal income tax purposes, and a holder of Pre-Funded Warrants should generally be taxed in the same manner as a holder of Class A Common Stock, as described below. Accordingly, no gain or loss should be recognized upon the exercise of a Pre-Funded Warrant (other than with respect to cash paid in lieu of a fractional share, and except potentially in the case of a cashless exercise, the treatment of which for U.S. federal income tax purposes is not clear) and, upon exercise, the holding period of a Pre-Funded Warrant should carry over to the share of Class A Common Stock received. Similarly, the tax basis of the Pre-Funded Warrant should carry over to the share of Class A Common Stock received upon exercise (including any fractional share deemed received), increased by the exercise price. The discussion below assumes the characterization described above is respected for U.S. federal income tax purposes. Holders should consult their tax advisors regarding the risks associated with the acquisition of Pre-Funded Warrants pursuant to this offering (including alternative characterizations).

Treatment of the Pre-Funded Warrants and Accompanying Warrants in Connection with Declaration of Distribution on Class A Common Stock

If, on or after the purchase date and on or prior to termination of a pre-funded warrant or accompanying warrant, as applicable, we declare a distribution on shares of Class A Common Stock, then, upon exercise of such Pre-Funded Warrant or accompanying Warrant, as applicable, the holder shall generally be entitled to share in such declared distribution on an as-converted basis. We intend to treat such distribution as a distribution on the Pre-Funded Warrant or accompanying Warrant, as applicable, at the time the distribution is made on the shares of Class A Common Stock, regardless of whether the holder of the Pre-Funded Warrant or accompanying Warrant, as applicable, exercises its Warrant at that time and actually receives the distribution. See "-Tax Considerations Applicable to U.S. Holders-Distributions" and "Tax Considerations Applicable to

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Non-U.S. Holders- Distributions," below. Holders of Pre-Funded Warrants and accompanying Warrants should consult their tax advisors regarding the consequences to them with respect to distributions made on shares of Class A Common Stock, including the allocation of amounts received upon a subsequent sale of, and the basis of any subsequent property received upon subsequent exercise of, such Pre-Funded Warrant or accompanying Warrant.

Tax Considerations Applicable to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a "U.S. Holder" is any beneficial owner of the Securities that, for U.S. federal income tax purposes, is or is treated as any of the following:

Distributions

We do not anticipate declaring or paying dividends to holders of our Class A Common Stock in the foreseeable future. However, if we do make distributions of cash or property on our Class A Common Stock (other than certain distributions of Class A Common Stock), such distributions generally will constitute dividends to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As noted above, under "- Treatment of the Pre-Funded Warrants and Accompanying Warrants in Connection with Declaration of Distribution on Class A Common Stock," distributions made to holders of shares of Class A Common Stock may result in distributions being deemed received by holders of Pre-Funded Warrants and accompanying warrants as well. Dividends received by a corporate U.S. Holder may be eligible for a dividends received deduction, subject to applicable limitations. Dividends received by certain non-corporate U.S. Holders, including individuals, are generally taxed at the lower applicable capital gains rate provided certain holding period and other requirements are satisfied. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital and first be applied against and reduce a U.S. Holder's adjusted tax basis in its Class A Common Stock, Pre-Funded Warrants or accompanying Warrants, as applicable, but not below zero.

Any excess will be treated as capital gain and will be treated as described below in the section relating to the sale or disposition of our Class A Common Stock, Pre-Funded Warrants or accompanying Warrants, as applicable.

Sale or Other Taxable Disposition of Class A Common Stock or Pre-Funded Warrants

Upon the sale or other taxable disposition of the Class A Common Stock or Pre-Funded Warrants, a U.S. Holder generally will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any property received upon the sale or other taxable disposition and (ii) such U.S. Holder's adjusted tax basis in the Class A Common Stock or Pre-Funded Warrant. Such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder's holding period in such Class A Common Stock or Pre-Funded Warrant is more than one year at the time of the sale or other taxable disposition. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, generally will be subject to reduced rates of U.S. federal income tax. The deductibility of capital losses is subject to certain limitations.

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Sale or Other Taxable Disposition, Exercise or Expiration of the Accompanying Warrants

Upon the sale or other taxable disposition of an accompanying Warrant (other than by exercise), a U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the sale or other disposition and the U.S. Holder's tax basis in such Warrant. This capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder's holding period in such Warrant is more than one year at the time of the sale or other disposition. The deductibility of capital losses is subject to certain limitations.

In general, and subject to the discussion of cashless exercise below, a U.S. Holder will not be required to recognize income, gain or loss upon exercise of an accompanying Warrant for its exercise price (except to the extent the U.S. Holder receives a cash payment for a fractional share that would otherwise have been issuable upon exercise of such Warrant, which will be treated as a sale as described above under "Sale or Other Taxable Disposition of Class A Common Stock or Pre-Funded Warrants"). A U.S. Holder's tax basis in a share of Class A Common Stock received upon exercise of accompanying Warrants (including any fractional share deemed received) will be equal to the sum of (1) the U.S. Holder's tax basis in the Warrants exchanged therefor and (2) the exercise price of such Warrants. A U.S. Holder's holding period in the shares of Class A Common Stock received upon exercise will commence on the day after such U.S. Holder exercises the accompanying Warrants. Although there is no direct legal authority as to the U.S. federal income tax treatment of an exercise of a Warrant on a cashless basis, it is possible that a cashless exercise will be treated as non-taxable, either because the exercise is not a gain realization event or because it qualifies as a tax-free recapitalization. In the former case, the holding period of the shares of Class A Common Stock received upon exercise of Warrants should commence on the day after the Warrants are exercised. In the latter case, the holding period of the shares of Class A Common Stock received upon exercise of Warrants would include the holding period of the exercised Warrants.

However, it is also possible that a cashless exercise of an accompanying Warrant will be treated as in part a taxable exchange, in which case gain or loss would be recognized to the extent a portion of the Warrants are deemed surrendered to pay the exercise price of the remaining Warrants. U.S. Holders are urged to consult their tax advisors as to the consequences of an exercise of an accompanying Warrant on a cashless basis, including with respect to their holding period and tax basis in the Class A Common Stock received.

If an accompanying Warrant expires without being exercised, a U.S. Holder will recognize a capital loss in an amount equal to such U.S. Holder's tax basis in such Warrant. Such loss generally will be long-term capital loss if, at the time of the expiration, the U.S. Holder's holding period in such Warrant is more than one year. The deductibility of capital losses is subject to certain limitations.

Constructive Dividends on Pre-Funded Warrants or Accompanying Warrants

We do not anticipate declaring or paying dividends to holders of our Class A Common Stock in the foreseeable future. However, if at any time during the period in which a U.S. Holder holds Pre-Funded Warrants or accompanying Warrants, the exercise price or shares or other consideration issuable on conversion of the Pre-Funded Warrants or accompanying Warrants is adjusted as a result of certain events affecting our Class A Common Stock (or in certain circumstances, there is a failure to make adjustments), such adjustments may result in the deemed payment of a distribution to a U.S. Holder. Any such deemed distribution generally would be taxable as a dividend, return of capital or capital gain as described above under "-Distributions." U.S. Holders should consult their tax advisors regarding the proper treatment of any adjustments to the exercise price and shares or other consideration issuable on conversion of the Pre-Funded Warrants and accompanying Warrants.

It is unclear whether a constructive dividend deemed paid to a non-corporate U.S. Holder would be eligible for the lower applicable long-term capital gains rates as described above under "-Distributions." It is also unclear whether corporate U.S. Holders would be entitled to claim the dividends received deduction with respect to any such deemed dividends. Generally, a U.S. Holder's adjusted tax basis in a Pre-Funded Warrant or accompanying Warrant will be increased to the extent any such deemed distribution is treated as a dividend. U.S. Holders should consult their tax advisors regarding the effect a deemed distribution may have on their holding period in the Pre-Funded Warrants or accompanying Warrants.

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We are currently required to report the amount of any deemed distributions on our website or to the IRS and to holders not exempt from reporting. The IRS has proposed regulations addressing the amount and timing of deemed distributions, as well as obligations of withholding agents and filing and notice obligations of issuers in respect of such deemed distributions. If adopted as proposed, the regulations would generally provide that (i) the amount of a deemed distribution is the excess of the fair market value of the right to acquire stock immediately after the exercise price adjustment over the fair market value of the right to acquire stock (after the exercise price adjustment) without the adjustment, (ii) the deemed distribution occurs at the earlier of the date the adjustment occurs under the terms of the instrument and the date of the distribution of cash or property that results in the deemed distribution, (iii) subject to certain limited exceptions, a withholding agent is required to impose any applicable withholding on deemed distributions and, if there is no associated cash payment, may withhold the required amounts from, or set off the required amounts against, payments on the Pre-Funded Warrants or accompanying Warrants, payments on our Class A Common Stock or sales proceeds received by or other funds or assets of an investor, and (iv) we are required to report the amount of any deemed distributions on our website or to the IRS and to all holders (including holders that would otherwise be exempt from reporting). The final regulations will be effective for deemed distributions occurring on or after the date of adoption, but holders and withholding agents may rely on them prior to that date under certain circumstances.

Information Reporting and Backup Withholding

A U.S. Holder may be subject to information reporting and backup withholding when such holder receives payments (including constructive dividends) on the Securities or receives proceeds from the sale or other taxable disposition of the Securities. Certain U.S. Holders are exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder:

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Tax Considerations Applicable to Non-U.S. Holders

For purposes of this discussion, a "Non-U.S. Holder" is any beneficial owner of the Securities that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Distributions

We do not anticipate paying any cash dividends on our Class A Common Stock in the foreseeable future. However, if we do make distributions of cash or property (other than certain distributions of Class A Common Stock) on our Class A Common Stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. As noted above, under "-Treatment of the Pre-Funded Warrants and Accompanying Warrants in Connection with Declaration of Distribution on Class A Common Stock,"

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distributions made to holders of shares of Class A Common Stock may result in distributions being deemed received by holders of Pre-Funded Warrants and accompanying Warrants as well. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder's adjusted tax basis in its Class A Common Stock, Pre-Funded Warrant or accompanying Warrant, as applicable, but not below zero. Any excess will be treated as capital gain and will be treated as described below under "-Sale or Other Taxable Disposition." Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of these withholding rules we or the applicable withholding agent may treat the entire distribution as a dividend.

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Exercise of Accompanying Warrants

A Non-U.S. holder generally will not be subject to U.S. federal income tax on the exercise of accompanying Warrants. However, if a cashless exercise of accompanying Warrants results in a taxable exchange, as described above under "-Tax Considerations Applicable to U.S. Holders-Sale or Other Taxable Disposition, Exercise or Expiration of Accompanying Warrants," the rules described below under "-Sale or Other Taxable Disposition" would apply.

Sale or Other Taxable Disposition

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized, and will not be able to utilize any loss realized, upon the sale or other taxable disposition (including, for this purpose, the expiration of an accompanying Warrant) of the Securities unless:

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Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of the Securities, which may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Constructive Dividends on Our Pre-Funded Warrants or Accompanying Warrants

We do not expect to pay any cash dividends on our Class A Common Stock in the foreseeable future. However, if at any time during the period in which a Non-U.S. Holder holds Pre-Funded Warrants or accompanying Warrants, the exercise price or shares or other consideration issuable on conversion of the Pre-Funded Warrants or accompanying Warrants is adjusted as a result of certain events affecting our Class A Common Stock (or in certain circumstances, there is a failure to make adjustments), such adjustments may also result in the deemed payment of a distribution to a Non-U.S. Holder. Any such deemed distribution generally would be taxable as a dividend, return of capital or capital gain as described above under "-Distributions." Any resulting withholding tax attributable to deemed dividends may be collected from other amounts payable or distributable to, or other assets of, the Non-U.S. Holder. See the section above entitled "-Tax Considerations Applicable to U.S. Holders-Constructive Dividends on Pre-Funded Warrants or Accompanying Warrants." Non-U.S. Holders should consult their tax advisors regarding the proper treatment of any adjustments (or absence of adjustments) to the exercise price or shares or other consideration issuable on conversion of the Pre-Funded Warrants and accompanying Warrants.

Information Reporting and Backup Withholding

Payments of dividends on the Securities (including deemed distributions) will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions (including deemed distributions) on the Securities paid to the Non-U.S. Holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld.

In addition, proceeds of the sale or other taxable disposition of the Securities within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person or the holder otherwise establishes an exemption. Proceeds of a disposition of the Securities conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

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Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends (including deemed dividends) paid on our Securities or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of our Securities paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements referenced in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends (including deemed dividends). Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of these withholding rules we or the applicable withholding agent may treat the entire distribution as a dividend. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of our Securities on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Securities.

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CONCURRENT PRIVATE PLACEMENT OF WARRANTS

Concurrently with this offering, we are also selling Warrants to purchase up to 357,000 shares of our Class A Common Stock at an exercise price of $15.00 per share of Class A Common Stock. The Warrants are being offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) thereof promulgated thereunder, and the Warrants and the shares of Class A Common Stock issuable upon exercise thereof are not being offered pursuant to this prospectus supplement and the accompanying prospectus. The following summary of certain terms and provisions of the Warrants that are being sold in the Concurrent Private Placement is not complete and is subject to, and qualified in its entirety by, the provisions of the Warrants, the form of which will be filed as an exhibit to a Current Report on Form 8-K that we will file with the SEC in connection with this Offering and incorporated by reference into the registration statement of which this prospectus supplement and the accompanying prospectus form a part.

Duration and Exercise Price

Each Warrant offered will have an initial exercise price of $15.00 per share of Class A Common Stock. The Warrants will be exercisable on or after the six-month anniversary of their original issuance date and will expire on the date that is five and a half years from issuance. The exercise price and number of shares of Class A Common Stock issuable upon exercise are subject to appropriate adjustment in the event of share dividends, share splits, combinations, reclassifications or similar events affecting our Class A Common Stock and/or the exercise price of the Warrants. The Warrants are being issued in a separate private placement and may therefore be transferred separately from the shares of Class A Common Stock and Pre-Funded Warrants being sold in this Offering, subject to applicable securities laws. For each share of Class A Common Stock (or Pre-Funded Warrant, as applicable) purchased in this Offering, one Warrant will be issued in the Concurrent Private Placement. Each Warrant is exercisable for one share of Class A Common Stock.

Exercisability

The Warrants will be exercisable, at the option of each holder, in whole or in part, on or after the six-month anniversary of their original issuance date, by delivering a duly executed notice of exercise accompanied by payment in full for the number of shares of Class A Common Stock purchased upon such exercise, unless exercised on a cashless basis as described below. A holder (together with its affiliates and any other persons acting as a group together with the holder or any of its affiliates) may not exercise any portion of a Warrant to the extent that, after giving effect to such exercise, the holder would beneficially own more than 9.99% of the outstanding shares of Class A Common Stock immediately after exercise. Upon at least 61 days' prior notice from the holder to us, the holder may increase or decrease that limitation on beneficial ownership after exercising the holder's Warrants, provided that such percentage may never exceed 9.99%. No fractional shares of Class A Common Stock or scrip representing fractional shares of Class A Common Stock will be issued upon exercise of the Warrants. As to any fraction of a share of Class A Common Stock that the holder would otherwise be entitled to purchase upon such exercise, we will, at our election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share of Class A Common Stock.

Cashless Exercise

A holder of the Warrants will have the right to exercise such Warrants, in whole or in part, on a "cashless" basis if, after the applicable deadline for causing a resale registration statement to become effective as set forth in the Securities Purchase Agreement, at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance or resale of shares of Class A Common Stock issuable upon exercise of the Warrants to or by the holder and there is no available exemption from registration of the resale of such shares of Class A Common Stock under the Securities Act.

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Fundamental Transaction

In the event of a fundamental transaction, as described in the Warrants and generally including any reclassification, reorganization or recapitalization of our Class A Common Stock, our merger or consolidation with or into another person, the sale or other disposition of all or substantially all of our assets, certain tender or exchange offers, or certain other business combinations, the holders of the Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction. In certain circumstances involving a Fundamental Transaction that is within the Company's control, a holder will have the right to require the Company or a successor entity to the unexercised portion of the Warrant for an amount in cash equal to the Black Scholes Value of such portion of the Warrant, calculated in accordance with the terms of the Warrant. In connection with a Fundamental Transaction, a holder may also require the Company or any successor entity to redeem the unexercised portion of the Warrant for its Black Scholes Value, subject to the terms and conditions set forth in the Warrant.

Transferability

Subject to applicable securities laws and the provisions of the Securities Purchase Agreement, a Warrant and all rights thereunder may be transferred, in whole or in part, at the option of the holder upon surrender of the Warrant together with the appropriate instruments of transfer.

Right as a Shareholder

Except as otherwise provided in the Warrants or by virtue of such holder's ownership of shares of Class A Common Stock, the holders of the Warrants do not have the rights or privileges of holders of shares of our Class A Common Stock, including any voting rights, until they exercise their Warrants.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership, and disposition of our Class A Common Stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the "IRS"), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership, and disposition of our Class A Common Stock.

This discussion is limited to Non-U.S. Holders that hold our Class A Common Stock as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder's particular circumstances, including the impact of the Medicare contribution tax on net investment income and any alternative minimum tax. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our Class A Common Stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships holding our Class A Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

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THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a "Non-U.S. Holder" is any beneficial owner of our Class A Common Stock that is neither a "U.S. person" nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

Distributions

If we make distributions of cash or property on our Class A Common Stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder's adjusted tax basis in its Class A Common Stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under "-Sale or Other Taxable Disposition."

Subject to the discussions below on effectively connected income, backup withholding and FATCA (as defined herein), dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

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Sale or Other Taxable Disposition

Subject to the discussions below on backup withholding and FATCA (as defined herein), a Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our Class A Common Stock unless:

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of our Class A Common Stock, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our Class A Common Stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if our Class A Common Stock is "regularly traded," as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of our Class A Common Stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder's holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on our Class A Common Stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on our Class A Common Stock paid to the Non-U.S. Holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our Class A Common Stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person or the holder otherwise establishes an exemption. Proceeds of a disposition of our Class A Common Stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

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Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or "FATCA") on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our Class A Common Stock paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our Class A Common Stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of shares of our Class A Common Stock, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in shares of our Class A Common Stock.

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PLAN OF DISTRIBUTION

A.G.P./Alliance Global Partners has agreed to act as our sole Placement Agent, in connection with this offering and the Concurrent Private Placement. The Placement Agent is not purchasing or selling any of the securities offered by this prospectus supplement, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities, but has agreed to use its best efforts to arrange for the sale of the securities offered hereby. The terms of this offering were subject to market conditions and negotiations between us and the investor. The Placement Agent is a statutory underwriter within the meaning of the Securities Act.

We have entered into a securities purchase agreement directly with a single institutional investor, who has agreed to purchase our securities in this offering. We will only sell securities in this offering to such investor. We will deliver the securities being issued to the investor upon receipt of such investor's funds for the purchase of the securities offered pursuant to this prospectus supplement. We expect to deliver the securities being offered pursuant to this prospectus and in the Concurrent Private Placement on or about September 30, 2026, subject to the satisfaction of customary closing conditions.

Indemnification

We have agreed to indemnify the Placement Agent against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the Placement Agent may be required to make in respect thereof.

Fees and Expenses

We have engaged A.G.P. as the sole placement agent in connection with this offering and the Concurrent Private Placement. This offering is being conducted on a "best efforts" basis and the Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay the Placement Agent a fee based on the aggregate proceeds as set forth in the table below.

We have also agreed to reimburse the Placement Agent for reasonable and documented out-of-pocket legal and other expenses incurred by the Placement Agent in connection with the offering and the Concurrent Private Placement, in an aggregate amount up to $50,000. We estimate the total expenses payable by us for this offering, excluding the Placement Agent fees, will be approximately $350,000.

Regulation M

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As a statutory underwriter, the Placement Agent is required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the Placement Agent acting as principal.

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Under these rules and regulations, the Placement Agent:

Determination of Offering Price

The offering price of the securities we are offering was negotiated between us and the investor, in consultation with the Placement Agent based on the trading of shares of our Class A Common Stock prior to the offering, among other things. Factors considered in determining the public offering price of the securities we are offering include our history and prospects, the industry in which we operate, our past and present operating results, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, the previous experience of our executive officers, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

Nasdaq Listing

Our Class A Common stock is quoted on Nasdaq under the symbol "BBGI." There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. We do not plan on making an application to list the Pre-Funded Warrants on Nasdaq, any securities exchange or any recognized trading system.

Lock-Up Agreements

Our directors and executive officers have entered into lock-up agreements. Under these agreements, these individuals have agreed, subject to specified exceptions, not to sell, transfer or otherwise dispose of any shares of Class A Common Stock or securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock during a period commencing on the date of the applicable lock-up agreement and ending 60 days after the effective date thereof, without first obtaining the prior written consent of the Placement Agent. Specifically, these individuals have agreed, in part, not to:

Notwithstanding these limitations, shares of Class A Common Stock and other securities subject to the lockup agreements may be transferred or otherwise dealt with under certain limited circumstances, including, among others, transactions relating to securities acquired in the open market after completion of this offering; bona fide gifts; transfers by will or intestate succession; certain transfers to immediate family members or trusts

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or other entities for their benefit; transfers to the Company to satisfy withholding obligations in connection with equity awards; transfers pursuant to certain bona fide third-party tender offers, mergers or similar change-of-control transactions; the vesting of equity awards or exercise of warrants or share options, provided that the shares of Class A Common Stock received upon such vesting or exercise remain subject to the lock-up restrictions; and the establishment or continued use of a Rule 10b5-1 trading plan, subject in each case to the terms and conditions of the applicable lock-up agreement. In addition, pursuant to the Securities Purchase Agreement, we have agreed that, subject to certain exceptions, for a period commencing on the date of the Securities Purchase Agreement and ending 60 days following the closing of this offering, neither we nor any of our subsidiaries will (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Class A Common Stock or common stock equivalents or (ii) file any registration statement or any amendment or supplement to any existing registration statement, other than certain exempt issuances and permitted filings, including the resale registration statement contemplated by the Securities Purchase Agreement, certain registration statements relating to offerings with A.G.P., one or more registration statements on Form S-8 in connection with an employee benefit plan or a shelf registration statement on Form S-3. In addition, from the date of the Securities Purchase Agreement until the six-month anniversary of the closing of this offering, we are prohibited, subject to certain exceptions, from effecting or entering into an agreement to effect a Variable Rate Transaction (as defined in the Securities Purchase Agreement).

Discretionary Accounts

The Placement Agent does not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.

Other Activities and Relationships

The Placement Agent and certain of its affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Placement Agent and certain of its affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the Placement Agent and certain of its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. If the Placement Agent or its affiliates have a lending relationship with us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The Placement Agent and its affiliates may hedge such exposure by entering into transactions that consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the securities offered hereby. Any such short positions could adversely affect future trading prices of our Class A Common Stock. The Placement Agent and certain of its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Electronic Distribution

This prospectus supplement and the accompanying prospectus may be made available in electronic format on a website maintained by the Placement Agent and the Placement Agent may distribute this prospectus supplement and the accompanying prospectus electronically. The Placement Agent's address is 590 Madison Ave., 28th Floor, New York, NY 10022.

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LEGAL MATTERS

The validity of the shares of Class A Common Stock offered hereby will be passed upon on our behalf by Latham & Watkins LLP, Washington, District of Columbia. The Placement Agent is being represented in connection with this offering by Sullivan & Worcester LLP, New York, New York.

EXPERTS

The consolidated financial statements incorporated in this prospectus supplement by reference to Beasley Broadcast Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025 have been so incorporated in reliance on the report, including reference to the schedule, of Crowe LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC's rules allow us to "incorporate by reference" information into this prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus supplement or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or a subsequently filed document incorporated by reference modifies or replaces that statement.

This prospectus supplement incorporates by reference the documents set forth below that have previously been filed with the SEC:

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from the date of the filing of such reports and documents.

You may request a free copy of any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:

Beasley Broadcast Group, Inc.

3033 Riviera Drive

Suite 200

Naples, Florida 34103

(239) 263-5000

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus supplement or the accompanying prospectus.

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WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the SEC under the Exchange Act of 1934. The SEC maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is www.sec.gov.

Our principal executive offices are located at 3033 Riviera Drive, Suite 200, Naples, FL 34103 and our telephone number is (239) 263-5000. Our Internet address is www.bbgi.com. The information on our Internet website, however, is not, and should not be deemed to be, a part of this prospectus. Our website address is included as an inactive textual reference only.

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Statements in this prospectus supplement and the accompanying prospectus regarding our Class A Common Stock and Pre-Funded Warrants are summaries and each statement is qualified in all respects by reference to our Certificate of Incorporation and Bylaws and the form of Pre-Funded Warrant. You should refer to our Certificate of Incorporation, Bylaws and form of Pre-Funded Warrant for a more complete description of our Class A Common Stock and Pre-Funded Warrants. You may inspect a copy of the registration statement through the SEC's website, as provided above.

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PROSPECTUS

$100,000,000

Beasley Broadcast Group, Inc.

Class A Common Stock

Preferred Stock

Warrants

Units

We may offer and sell up to $100,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities.

Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities.

We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled "About This Prospectus" and "Plan of Distribution" for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.

Investing in our securities involves risks. See the "Risk Factors" on page 6 of this prospectus and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities.

Our Class A common stock is listed on the Nasdaq Capital Market under the symbol "BBGI." On May 14, 2026, the last reported sale price of our Class A common stock on the Nasdaq Capital Market was $15.27 per share.

As of May 7, 2026, the aggregate market value of our outstanding Class A common stock held by non-affiliates was approximately $11.9 million based on 678,666 shares of Class A common stock held by non-affiliates and the last reported sale price of our Class A common stock on such date. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus with a value of more than one-third of the aggregate market value of our Class A common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our Class A common stock held by non-affiliates is less than $75,000,000. During the 12 calendar months prior to, and including, the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated June 4, 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the "SEC"), using a "shelf" registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $100,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading "Where You Can Find More Information; Incorporation by Reference."

We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.

When we refer to "Beasley," "we," "our," "us" and "the Company" in this prospectus, we mean Beasley Broadcast Group, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to "you," we mean the potential holders of the applicable series of securities.

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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

Available Information

We file reports, proxy statements and other information with the SEC under the Exchange Act of 1934, as amended (the "Exchange Act"). The SEC maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is www.sec.gov.

Our principal executive offices are located at 3033 Riviera Drive, Suite 200, Naples, FL 34103 and our telephone number is (239) 263-5000. Our Internet address is www.bbgi.com. The information on our Internet website, however, is not, and should not be deemed to be, a part of this prospectus. Our website address is included as an inactive textual reference only.

This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC's website, as provided above.

Incorporation by Reference

The SEC's rules allow us to "incorporate by reference" information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.

This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC

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after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:

Beasley Broadcast Group, Inc.

3033 Riviera Drive

Suite 200

Naples, Florida 34103

(239) 263-5000

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and the documents incorporated or deemed to be incorporated by reference in this prospectus and any accompanying prospectus supplement contain certain "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.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to, those discussed under the caption "Risk Factors" in the Company's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and in this prospectus.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Additional risk factors that we may disclose in documents that we file with the SEC that are incorporated or deemed to be incorporated by reference in this prospectus prior to the completion of any offering could also cause actual results to differ materially from our expectations. We do not intend, and undertake no obligation, to update any forward-looking statement.

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ABOUT THE COMPANY

We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL.

We seek to secure and maintain a leadership position in the markets we serve by developing high quality local content, through our audio and digital platforms, including events and experiences in the communities we serve and, in turn, offer advertisers access to a highly effective marketing platform to reach large and targeted local audiences. We operate our stations in clusters to capture a variety of demographic listener groups, which we believe enhances our stations' appeal to a wide range of advertisers. Current rules and regulations of the Federal Communications Commission do not permit us to add more AM or FM stations to our Philadelphia, PA market cluster, or more FM stations to our Augusta, GA, Boston, MA, Charlotte, NC, Fayetteville, NC and Las Vegas, NV market clusters.

The primary source of revenue for our stations is the sale of advertising time to local, regional and national advertisers and national network advertisers who purchase commercials in varying lengths. A growing source of revenue is from station-related digital product suites, which allow for enhanced audience interaction and participation, and integrated digital advertising solutions. A station's local sales staff generates the majority of its local and regional advertising sales through direct solicitations of local advertising agencies and businesses. We retain a national representation firm to sell to advertisers outside of our local markets.

We filed our certificate of incorporation with the Secretary of State of Delaware on November 12, 1999.

Our principal executive offices are located at 3033 Riviera Drive, Suite 200, Naples, Florida 34103, and our telephone number is (239) 263-5000.

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RISK FACTORS

Investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement and any applicable free writing prospectus before acquiring any of such securities. The risks described in those documents are not the only ones that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations, our financial results and the value of the securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.

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USE OF PROCEEDS

We intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our certificate of incorporation and bylaws, which have been publicly filed with the SEC. For additional information please refer to the Certificate of Incorporation and Bylaws, each of which are exhibits to our Annual Report on Form 10- K, and applicable provisions of the General Corporation Law of the State of Delaware ("DGCL"). See "Where You Can Find More Information; Incorporation by Reference."

General

Pursuant to the Certificate of Incorporation, the total number of shares of capital stock that the Company is authorized to issue is 235,000,000 shares consisting of: (a) 10,000,000 shares of Preferred Stock, par value $.001 per share (the "Preferred Stock"), (b) 150,000,000 shares of Class A Common Stock and (c) 75,000,000 shares of Class B Common Stock, par value $.001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"). The Board of Directors of the Company (the "Board") has authority to fix by resolution the designations and powers, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof, including, without limitation, the voting rights, dividend rate, purchase or sinking funds, provisions for redemption, conversion rights, redemption price and liquidation preference, of any series of shares of Preferred Stock, and to fix the number of shares constituting any such series.

Class A Common Stock

Voting Rights

The holders of Class A Common Stock are entitled to one vote for each share held and the holders of Class B Common Stock are entitled to ten votes for each share held, on all matters voted upon by stockholders, including the election of directors and any proposed amendment to the Certificate of Incorporation. At every meeting of the stockholders called for the election of directors, the holders of Class A Common Stock, voting separately as a class, shall be entitled to elect two of the directors to be elected at such meeting. The holders of Class A Common Stock and Class B Common Stock, voting together as a class, shall be entitled to elect the remaining number of directors to be elected at such meeting.

Dividend, Liquidation and Other Rights

Subject to the provisions of any Preferred Stock, the holders of Class A Common Stock are entitled to such dividends as may be declared at the discretion of the Board out of funds legally available for that purpose. No dividend may be declared or paid in cash or property on any share of any class of Common Stock unless simultaneously the same dividend is declared or paid on each share of that and every other class of Common Stock, provided that, in the event of stock dividends, holders of a specific class of Common Stock shall be entitled to receive only additional shares of that class.

Subject to the provisions of any Preferred Stock, the holders of Class A Common Stock will be entitled to share ratably with all other classes of Common Stock in the net assets of the Company upon liquidation after payment or provision for all liabilities. The shares of Class A Common Stock are not convertible and are not subject to sinking fund or redemption provisions.

Foreign Ownership

The Certificate of Incorporation restricts the ownership, voting and transfer of our capital stock, including the Class A Common Stock, in accordance with the Communications Act of 1934, as amended, and the rules and

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regulations promulgated thereunder, which prohibit the issuance of more than 25% of our outstanding capital stock, or more than 25% of the voting rights such stock represents, to or for the account of aliens, as defined by the Federal Communications Commission ("FCC"), or corporations otherwise subject to domination or control by aliens. Our Certificate of Incorporation prohibits any transfer of our capital stock that would cause a violation of this prohibition and authorizes the Board to take action to enforce these prohibitions, including restricting the transfer of shares of capital stock to aliens and placing a legend restricting foreign ownership on the certificates representing the Class A Common Stock. In addition, our Certificate of Incorporation provides for the redemption of shares of our capital stock by action of the Board to the extent necessary to comply with alien ownership restrictions.

Conversion of Class B Common Stock into Class A Common Stock

All of our Class B Common Stock is owned or controlled by members of the Beasley family. Subject to any necessary approval of the FCC, all shares of Class B Common Stock may be converted at any time into a like number of shares of Class A Common Stock at the option of the holder. A Class B Common Stock holder may transfer shares of Class B Common Stock held by it only to Class B Permitted Transferees (as defined in our Certificate of Incorporation), and Class B Permitted Transferees may transfer shares of Class B Common Stock only to other Class B Permitted Transferees. Class B Permitted Transferees include, but are not limited to, the Beasley family and their lineal descendants, their respective estates, spouses, former spouses, parents or grandparents, or lineal descendants thereof, and certain trusts and other entities for the benefit of, or beneficially owned by, these persons.

If any shares of Class B Common Stock are transferred to any person or entity other than a Class B Permitted Transferee, such shares will automatically be converted into a like number of shares of Class A Common Stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares, a quantity of Class A Common Stock sufficient to provide for the conversion of all outstanding shares of Class B Common Stock.

Limitations on Directors' and Officers' Liability

Our Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law, which specifies that a director of a company adopting such a provision will not be personally liable for monetary damages for breach of fiduciary duty as a director, except for the liability for:

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DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of shares of our Class A common stock or preferred stock. We may issue warrants independently or together with other securities, and the warrants may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.

The particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:

Holders of equity warrants will not be entitled:

Each warrant will entitle its holder to purchase the number of shares of preferred stock or Class A common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase Class A common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying Class A common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any.

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DESCRIPTION OF UNITS

We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units.

The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus.

If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:

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PLAN OF DISTRIBUTION

We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The securities may be distributed from time to time in one or more transactions:

Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the securities and the proceeds to us, if applicable.

Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement.

If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.

Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.

Any Class A common stock will be listed on the Nasdaq Capital Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities

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by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.

The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.

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LEGAL MATTERS

Latham & Watkins LLP will pass upon certain legal matters relating to the issuance and sale of the securities offered hereby on behalf of Beasley Broadcast Group, Inc. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference to Beasley Broadcast Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025 have been so incorporated in reliance on the report, including reference to the schedule, of Crowe LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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200,000 Shares of Class A Common Stock

Pre-Funded Warrants to Purchase Up to 157,000 Shares of Class A Common Stock

Up to 157,000 Shares of Class A Common Stock Underlying the Pre-Funded Warrants

Beasley Broadcast Group, Inc.

Prospectus Supplement

A.G.P.

September 28, 2026