Form 8-K

8-K — BOSTON OMAHA Corp

Accession: 0001437749-26-010385

Filed: 2026-03-31

Period: 2026-03-30

CIK: 0001494582

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — bomn20260326c_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 PRESS RELEASE DATED MARCH 30, 2026 TITLED "BOSTON OMAHA CORPORATION ANNOUNCES 2025 FULL YEAR FINANCIAL RESULTS." (ex_937567.htm)

EX-99.2 — BOSTON OMAHA 2025 FINANCIAL RESULTS (ex_938733.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001494582

2026-03-30

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): (March 30, 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 March 30, 2026, Boston Omaha Corporation (the “Company”) issued a press release (the "Press Release") entitled “Boston Omaha Announces Full Year 2025 Financial Results.” The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The press release was also simultaneously filed on the Company’s website. On the same date, the Company filed on its website a presentation (the "Presentation") entitled "2025 Financial Results." A copy of the Presentation is attached to this Current Report on Form 8-K as Exhibit 99.2. The Press Release also provided information as to the location of the Presentation on the Company's website.

The information included in Item 7.01 of this Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.

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 March 30, 2026, titled “Boston Omaha Corporation Announces Full Year 2025 Financial Results.”

99.2

Presentation titled "Boston Omaha 2025 Financial Results".

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: March 30,2026

EX-99.1 — EXHIBIT 99.1 PRESS RELEASE DATED MARCH 30, 2026 TITLED "BOSTON OMAHA CORPORATION ANNOUNCES 2025 FULL YEAR FINANCIAL RESULTS."

EX-99.1

Filename: ex_937567.htm · Sequence: 2

ex_937567.htm

Exhibit 99.1

BOSTON OMAHA CORPORATION ANNOUNCES FULL YEAR 2025 FINANCIAL RESULTS

Omaha, Nebraska (Business Wire)

March 30, 2026

Boston Omaha Corporation (NYSE: BOC) (the “Company”, “we”, or “our”) announced its financial results for the fiscal year ended December 31, 2025, in connection with filing its Annual Report on Form 10-K with the Securities and Exchange Commission.

We show summary financial data below for fiscal 2025 and 2024. Our Annual Report on Form 10-K can be found at www.bostonomaha.com. A supplemental presentation providing additional financial information for fiscal 2025 can be found on our investor relations website at https://investor.bostonomaha.com. We believe that it is important for shareholders to read the supplemental presentation as, in management’s opinion, it provides additional information on business metrics we use in gauging the performance of each of our three principal business units and investments.

For the Years Ended

December 31,

2025

2024

Billboard Rentals, Net

45,851,335

45,153,076

Broadband Services

41,194,668

39,098,228

Premiums Earned

23,182,446

19,759,540

Insurance Commissions

2,057,170

1,962,692

Investment and Other Income

2,090,729

2,301,365

Total Revenues

114,376,348

108,274,901

Depreciation and Amortization Expense

24,771,310

22,179,699

Net Loss from Operations

(3,928,147

)

(8,467,478

)

Net Other (Expense) Income

(14,456,549

)

11,564,072

Net Loss Attributable to Common Stockholders

(12,427,540

)

(1,292,450

)

Basic and Diluted Net Loss per Share

(0.40

)

(0.04

)

December 31,

2025

2024

Total Unrestricted Cash & Investments (1)

50,162,139

41,659,941

Total Assets

713,072,289

728,345,729

Total Liabilities

177,000,323

165,626,276

Total Boston Omaha Stockholders' Equity

516,135,787

532,819,509

Noncontrolling Interests (2)

19,936,179

29,899,944

Total Equity

536,071,966

562,719,453

(1)

Investments consist of U.S. Treasury securities classified as trading securities and marketable equity securities, of which $868,043 is held by our insurance entities at December 31, 2025. Marketable equity securities excludes Sky Harbour Group Corporation (“Sky Harbour”) Class A common stock as we account for our 15.3% stake (as measured at December 31, 2025) under the equity method.

(2)

Noncontrolling interests are primarily related to third party capital raised within our Build for Rent Fund as well as within our 24th Street commercial real estate funds.

During fiscal 2025, we had net other expense of $14.5 million, which included a $17.6 million unrealized loss on the Sky Harbour warrants held by Boston Omaha, a loss of $6.9 million primarily related to the changes in the fair value of the underlying assets within the 24th Street Funds and BFR Fund, and interest expense of $2.3 million. These items were partially offset by $6.5 million in income from unconsolidated affiliates mainly related to our equity method position in Sky Harbour, $4.1 million in realized gains on the sale of 730,095 shares of Sky Harbour Class A common stock, and interest and dividend income of $1.2 million.

Our investment in Sky Harbour Class A common stock and warrants was valued at $79.3 million on our consolidated balance sheet as of December 31, 2025. If our investment in Sky Harbour Class A common stock was accounted for at fair value based on its quoted market price (currently valued using equity method accounting), then our total investment in Sky Harbour Class A common stock and warrants would be valued at $109.7 million as of December 31, 2025.

Cash inflow from operations for the year ended December 31, 2025 was $17.9 million, compared to a cash inflow of $21.2 million for the year ended December 31, 2024.

During fiscal 2025, we repurchased 444,753 shares of our Class A common stock on the open market for a total cost of $5.8 million.

Our book value per share was $16.63 at December 31, 2025, compared to $16.99 at December 31, 2024.

As of December 31, 2025, we had 30,457,487 shares of Class A common stock and 580,558 shares of Class B common stock outstanding.

As of March 27, 2026, we had 30,085,520 shares of Class A common stock and 580,558 shares of Class B common stock outstanding.

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 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 which may be described in any subsequent quarterly report on Form 10-Q filed by the Company, and the other reports the Company files with the SEC. 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.

Contacts:

Boston Omaha Corporation

Josh Weisenburger, 402-210-2633

contact@bostonomaha.com

EX-99.2 — BOSTON OMAHA 2025 FINANCIAL RESULTS

EX-99.2

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