Form 8-K

8-K — BOSTON OMAHA Corp

Accession: 0001437749-26-030118

Filed: 2026-09-11

Period: 2026-09-10

CIK: 0001494582

SIC: 6510 (REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — bomn20260910_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 PRESS RELEASE DATED SEPTEMBER 11, 2026 (ex_1014685.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001494582

2026-09-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): (September 10, 2026)

BOSTON OMAHA CORPORATION

(Exact name of registrant as specified in its Charter)

Delaware

001-38113

27-0788438

(State or other jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

1601 Dodge Street, Suite 3300

Omaha, Nebraska 68102

(Address and telephone number of principal executive offices, including zip code)

(857) 256-0079

(Registrant's telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:

Title of Class

Trading Symbol

Name of Exchange on Which Registered

Class A common stock,

$0.001 par value per share

BOC

The New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure

On September 11, 2026, Boston Omaha Corporation, a Delaware corporation (the “Company”), issued a press release regarding the Share Repurchase Program (defined below). A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference into Item 7.01.

The information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference to this Item 7.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended and shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference into this Item 7.01, shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 8.01

Other Events

On September 10, 2026, the Board of Directors (the “Board”) of the Company approved and authorized a new share repurchase program (the “Share Repurchase Program”), pursuant to which the Company intends to repurchase up to $30 million of its Class A common stock.

The Share Repurchase Program will become effective on November 1, 2026 and will replace the prior share repurchase program established in 2025 which would otherwise have expired on December 31, 2026. Through September 10, 2026, the Company has repurchased 1,607,323 shares of its Class A common stock for a total cost of approximately $21 million under the 2025 share repurchase plan.

The acquisition of shares under the Share Repurchase Program may be effected from time to time through open market purchases (including under a plan adopted pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934) or other methods of acquiring shares, in each case on such terms and at such times as shall be permitted by applicable securities laws and determined by the Company’s management. Under this new program, share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion.

The Share Repurchase Program expires on the earlier of December 31, 2027 or when $30 million of Class A common stock has been repurchased under the Share Repurchase Program. Pursuant to the Share Repurchase Program, the Company is not obligated to repurchase any specific number of shares of its Class A common stock. Any repurchase of shares will take place in open market transactions or privately negotiated transactions in accordance with applicable securities and other laws, including the Securities Exchange Act of 1934. The Company intends to finance the repurchase program using its available cash and cash equivalents. The Board may modify, suspend, extend or terminate the Share Repurchase Program at any time

Item 9.01

Financial Statements And Exhibits

(d)

Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

EXHIBIT INDEX

Exhibit

Number

Exhibit Title

99.1

Press Release dated September 11, 2026 entitled, “Boston Omaha Corporation Announces Adoption of New $30 Million Class A Common Stock Repurchase Program.”

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BOSTON OMAHA CORPORATION

(Registrant)

By:

/s/ Joshua P. Weisenburger

Joshua P. Weisenburger,

Chief Financial Officer

Date: September 11, 2026

EX-99.1 — EXHIBIT 99.1 PRESS RELEASE DATED SEPTEMBER 11, 2026

EX-99.1

Filename: ex_1014685.htm · Sequence: 2

ex_1014685.htm

Exhibit 99.1

Boston Omaha Corporation Authorizes

New $30 Million Share Repurchase Program

September 11, 2026

OMAHA, Neb -- (BUSINESSWIRE) – Boston Omaha Corporation (NYSE:BOC) (the “Company”) announced that its Board of Directors has approved and authorized a new share repurchase program (the “Share Repurchase Program”), pursuant to which the Company intends to repurchase up to $30 million of its Class A common stock.

The Share Repurchase Program will become effective on November 1, 2026 and will replace the prior share repurchase program established in 2025 which would otherwise have expired on December 31, 2026. Through September 10, 2026, the Company had repurchased 1,607,323 shares of ita Class A common stock for a total cost of approiximately $21 million under the 2025 share repurchase plan.

The Share Repurchase Program expires on the earlier of December 31, 2027 or when $30 million of Class A common stock has been repurchased under the Share Repurchase Program. Pursuant to the Share Repurchase Program, the Company is not obligated to repurchase any specific number of shares of its Class A common stock. Any repurchase of shares will take place in open market transactions or privately negotiated transactions in accordance with applicable securities and other laws, including the Securities Exchange Act of 1934. The Company intends to finance the repurchase program using its available cash and cash equivalents. The Company's Board of Directors may modify, suspend, extend or terminate the Share Repurchase Program at any time.

About Boston Omaha Corporation

Boston Omaha Corporation is a public holding company with four majority owned businesses engaged in outdoor advertising, broadband telecommunications services, surety insurance, and asset management.

Forward-Looking Statements

Any statements in this press release about the Company’s future expectations, plans and prospects, including statements about our financing strategy, future operations, future financial position and results, market growth, total revenue, as well as other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar expressions, constitute forward-looking statements within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the Company’s forward-looking statements, and you should not place undue reliance on the Company’s forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements the Company makes as a result of a variety of risks and uncertainties, including risks related to the Company’s estimates regarding the potential market opportunity for the Company’s current and future products and services, the competitive nature of the industries in which we conduct our business, general business and economic conditions, our ability to acquire suitable businesses, our ability to successfully integrate acquired businesses, the consummation of the proposed sale of our insurance unit to CopperPoint Insurance Company, the effect of a loss of, or financial distress of, any reinsurance company which reinsures the Company’s insurance operations, the risks associated with our investments in both publicly traded securities and privately held businesses, our history of losses and ability to maintain profitability in the future, the Company’s expectations regarding the Company’s sales, expenses, gross margins and other results of operations, and the other risks and uncertainties described in the “Risk Factors” sections of the Company’s public filings with the Securities and Exchange Commission (the “SEC”) on Form 10-K for the year ended December 31, 2025, as well as other risks and uncertainties as described in our Form 10-Qs as filed with the SEC for the first and second second fiscal quarters of 2026, any subsequent quarterly report on Form 10-Q filed by the Company, and the other reports the Company may file with the SEC from time to time. Copies of our SEC filings are available on our website at www.bostonomaha.com. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date hereof. The Company anticipates that general economic conditions and subsequent events and developments may cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.

Our investor relations website, https://investor.bostonomaha.com, serves as a comprehensive resource for investors. We strongly encourage its use for easy access to information about the Company. We promptly make available on this website, free of charge, the reports that we file or furnish with the SEC, corporate governance information, and select press releases, which may contain material information about us, and you may subscribe to be notified of new information posted to this site.

Boston Omaha Corporation

Josh Weisenburger, 402-210-2633

contact@bostonomaha.com

Source: Boston Omaha Corporation

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