Registered Direct Offerings Explained Through Beasley Broadcast’s September 2026 Deal

The deal in one table

From the 424B5 and the September 30 8-K:

Proceeds check: 200,000 × $14.00 = $2,800,000. 157,000 × $13.9999 = $2,197,984.30. Total = $4,997,984.30, which matches the filing.

Pricing vs. the market. The 424B5 gives a last reported price of $14.59 on September 28, 2026. The $14.00 combined price is 14.00 ÷ 14.59 = 4.0% below that. The warrant strike of $15.00 is 2.8% above it. The same prospectus notes that the Class A stock has recently closed as low as $3.67 and as high as $26.37, so a single-day comparison says little about how “cheap” or “rich” the terms were.

How the deal changes the share count

The 424B5 reports 1,019,614 Class A shares and 833,137 Class B shares outstanding as of September 25, 2026. Class B carries ten votes per share, is held or controlled by the Beasley family, and can convert into Class A.

Stacking the deal’s pieces onto the Class A count:

So the registered portion alone, shares plus pre-funded warrants, equals 35.0% of the Class A share count (357,000 ÷ 1,019,614). Counting Class A and Class B together (1,852,751 shares), the registered portion is 19.3%.

The pre-funded warrants are economically close to shares: almost all of the price is paid upfront and the remaining exercise price is $0.0001. The ownership blocker controls when they become common stock, not whether they are paid for.

How it relates to the shelf: the baby shelf math

Beasley’s 424B5 states that, as of the S-3 filing date (May 15, 2026), the company is subject to General Instruction I.B.6, the baby shelf limit. The cover page shows the calculation:

• Non-affiliate Class A shares: 716,755 (as of August 4, 2026)
• Price used: $26.04 (as of August 3, 2026)
• Public float: 716,755 × $26.04 = $18,664,300 (matches the filing)
• One-third: $18,664,300 ÷ 3 = $6,221,433
• Sold under I.B.6 in the prior 12 months: $635,595
• Remaining capacity stated in the filing: $6,221,433 − $635,595 = $5,585,838 (matches the filing)

This RDO’s registered portion was $4,997,984, which is 89.5% of that stated remaining capacity. Arithmetically, about $587,854 would be left. The company makes the legal computation of what counts and when, so treat this as arithmetic on its disclosed numbers, not a legal conclusion.

Why $26.04 and not $14.59? Instruction 1 to I.B.6 lets the company use a price from any date within 60 days before the sale. August 3 is 56 days before September 28. At the September 28 price of $14.59, the same non-affiliate shares would be worth 716,755 × $14.59 = $10,457,455, and one-third of that would be about $3.49 million. That is less than the $5.0 million raised. The 60-day window is part of what made this deal size possible.

Where do the private warrants fit? The 424B5 says the common warrants and their underlying shares are offered under Section 4(a)(2) and are not offered under the prospectus. That is all the filing says about them, so it is all we will say. The company agreed to file a resale registration statement for the warrant shares within 60 calendar days after closing, which would be by about November 29, 2026, and to try to make it effective within 60 days of filing (90 days if reviewed).

For more on how shelf limits, exchange rules, and contract limits stack, see the lesson Capacity limits.

The earlier layer: a June 2026 ATM

The same shelf had already been used once. On June 12, 2026, Beasley filed an ATM prospectus supplement for up to $5,235,810 of Class A stock through Noble Capital Markets as sales agent, with a 3.0% commission. That supplement computed public float as 681,155 non-affiliate shares × $23.06 = $15,707,434, and $5,235,810 is one-third of that figure. It stated that no I.B.6 sales had occurred in the prior 12 months.

Comparing the two supplements: as of June 12, the company reported no I.B.6 sales in the prior 12 months, and as of September 28 it reported $635,595. So $635,595 of I.B.6 sales happened between those two dates.

The ATM then ended. A 424B3 supplement filed September 29, 2026 says Beasley notified the agent on September 25 that it was terminating the equity distribution agreement, effective 5:00 p.m. New York time on September 27, the day before the RDO was signed. As of termination, 35,600 Class A shares had been sold under the ATM. That filing gives a share count, not a dollar total. If all $635,595 of I.B.6 sales were ATM sales, the implied average would be $635,595 ÷ 35,600 = about $17.85 per share; the filings do not state that link, so treat it as an arithmetic check only. The next 10-Q should give the ATM proceeds.

RDO vs. ATM on the same shelf: what differs in the filings

Both of Beasley’s 2026 takedowns used the same S-3, and both had to fit under the same I.B.6 limit. The filings show how differently they reach the market:

For a trader, that last row is the practical difference. An ATM supplement tells you the ceiling and leaves the pace unknown. An RDO tells you the exact count and price on the day it prices.

Restrictions that come with the deal

From the 8-K:

• 60 days after closing: no new Class A or common stock equivalents and no new registration statements, apart from the resale registration and Form S-8, subject to limited exceptions.
• 180 days after closing: no variable rate transactions, subject to limited exceptions. Check the purchase agreement (Exhibit 10.1) for whether its definition covers an ATM; we did not rely on that here.
• Directors and officers: 60-day lock-ups.

Use of proceeds, and one more disclosed overhang

The company said it intends to use the net proceeds, together with proceeds from sales of certain towers, real estate, and two radio stations, to pay down about $2.2 million of its asset-based revolving credit facility and redeem about $11.4 million of 11.000% Senior Secured First Lien Notes due 2028.

The 424B5 also discloses a separate, much larger potential source of dilution. Holders of a majority of the $98,475,254 of 10.000% Senior Secured Second Lien PIK Notes due 2027, issued May 1, 2026, may elect to convert all of them into Class A and Class B shares representing up to 95% of the common stock on a fully diluted basis. That election is available on or after December 31, 2027, or earlier on an event of default. The RDO does not change that term, but any share-count model for this company that leaves it out is incomplete.

The prospectus’s dilution section also reports immediate dilution of about $81.55 per share to purchasers, measured against as-adjusted net tangible book value per share as of June 30, 2026.

What to read on the next RDO cover page

1. Registered vs. unregistered pieces. Which securities are in the prospectus, and which are sold under Section 4(a)(2)
2. Price vs. last sale. The discount or premium, and the recent price range the filing discloses
3. Pre-funded warrants. Count them with the shares; the blocker controls timing
4. Warrant terms. Strike, when exercisable, term, and the resale registration deadline
5. The I.B.6 paragraph. Non-affiliate shares, price and date, one-third figure, prior sales, and remaining capacity
6. Earlier supplements on the same shelf. ATMs and prior takedowns use the same capacity
7. Standstill and variable-rate restrictions. In the 8-K and the purchase agreement
8. Other disclosed overhangs. Convertible notes, other warrants, and equity plans

This article is for information and education. It is not investment, legal, or tax advice, and it does not recommend any security or trade.

Related reading

To keep checking related concepts, read Shelf registration, S-3, ATM and baby shelf, ATM offerings, The SEC’s 2026 baby shelf proposal; the FennEdge dilution course; and the trading glossary.

Sources

• Beasley Broadcast Group, Form 424B5, registered direct offering (dated Sept 28, 2026; filed Sept 30, 2026)
• Beasley Broadcast Group, Form 8-K (filed Sept 30, 2026)
• Beasley Broadcast Group, Form 424B5, ATM (filed June 12, 2026)
• Beasley Broadcast Group, Form 424B3, ATM termination supplement (filed Sept 29, 2026)
• Beasley Broadcast Group, Form S-3, No. 333-295967 (filed May 15, 2026)
• SEC, Form S-3 General Instructions
• SEC EDGAR, Beasley Broadcast Group filing index (checked Oct 5, 2026)