Form 8-K

8-K — BOSTON OMAHA Corp

Accession: 0001437749-26-027715

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001494582

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bomn20260807_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1. PRESS RELEASE DATED AUGUST 13, 2026 TITLED "BOSTON OMAHA CORPORATION ANNOUNCES SECOND QUARTER 2026 FINANCIAL RESULTS." (ex_1001428.htm)

EX-99.2 — EXHIBIT 99.2 PRESENTATION DATED AUGUST 13, 2026 TITLED "BOSTON OMAHA Q2 2026 FINANCIAL RESULTS." (ex_1001429.htm)

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8-K — FORM 8-K

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0001494582

2026-08-13

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): August 13, 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 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 13, 2026, Boston Omaha Corporation (the “Company”) issued a press release entitled “Boston Omaha Corporation Announces Second Quarter 2026 Financial Results” (the "Press Release"). 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 entitled "Boston Omaha Q2 2026 Financial Results" (the "Presentation"). 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. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, 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 August 13, 2026 titled “Boston Omaha Corporation Announces Second Quarter 2026 Financial Results.”

99.2

Presentation dated August 13, 2026 titled "Boston Omaha Q2 2026 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 FiInancial Officer

Date: August 13, 2026

EX-99.1 — EXHIBIT 99.1. PRESS RELEASE DATED AUGUST 13, 2026 TITLED "BOSTON OMAHA CORPORATION ANNOUNCES SECOND QUARTER 2026 FINANCIAL RESULTS."

EX-99.1

Filename: ex_1001428.htm · Sequence: 2

ex_1001428.htm

Exhibit 99.1

BOSTON OMAHA CORPORATION ANNOUNCES SECOND QUARTER 2026 FINANCIAL RESULTS

Omaha, Nebraska (Business Wire) August 13, 2026

Boston Omaha Corporation (NYSE: BOC) (the “Company”, “we”, or “our”) announced its financial results for the second quarter ended June 30, 2026, in connection with filing its Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

We show summary financial data below for the second quarter of 2026 and 2025. Our Quarterly Report on Form 10-Q can be found at www.bostonomaha.com. A supplemental presentation providing additional financial information for the second quarter of 2026 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.

($ in thousands)

For the Three Months Ended

For the Six Months Ended

June 30,

2026

2025

2026

2025

Billboard Rentals, Net

11,723

11,441

22,696

22,205

Broadband Services

10,477

10,234

21,227

20,554

Investment and Other Income

Total Revenues

22,200

21,679

43,924

42,776

Depreciation and Amortization Expense

6,382

6,016

12,635

11,871

Net Loss from Operations

(603

)

(512

)

(1,159

)

(1,534

)

Net Other Expense

(2,500

)

(4,531

)

(4,493

)

(6,631

)

Income Tax Benefit on Continuing Operations

448

803

1,117

990

Noncontrolling Interest in Subsidiary Loss

553

2,250

960

4,008

Income (Loss) from Discontinued Operations

490

(329

)

(185

)

178

Net Loss Attributable to Common Stockholders

(1,612

)

(2,319

)

(3,760

)

(2,989

)

Basic and Diluted Net Loss per Share

(0.05

)

(0.07

)

(0.12

)

(0.10

)

June 30,

December 31,

2026

2025

Total Unrestricted Cash and Investments (1)

31,750

36,726

Total Assets

683,052

713,073

Total Liabilities

167,771

177,000

Total Boston Omaha Stockholders' Equity

501,852

516,137

Noncontrolling Interests (2)

13,429

19,936

Total Equity

515,281

536,073

(1)

Investments consist of U.S. Treasury securities classified as trading securities and marketable equity securities. Marketable equity securities excludes Sky Harbour Group Corporation (“Sky Harbour”) Class A common stock as we account for our 14.8% stake (as measured at June 30, 2026) 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.

On May 18, 2026, we announced that we had entered into an agreement with CopperPoint Insurance Company in which it will acquire 100% of the equity interests in General Indemnity Group (“GIG”), our insurance subsidiary, for approximately $84.3 million. The transaction is expected to close in the second half of 2026, subject to receipt of regulatory approvals and other conditions to closing. Starting in the second quarter of fiscal 2026, GIG is now reported as held for sale on the condensed consolidated balance sheets and as discontinued operations on the condensed consolidated statement of operations.

During the second quarter of fiscal 2026, “Net Other Expense” included an unrealized loss of $1.9 million on the Sky Harbour warrants held by Boston Omaha, losses of $0.8 million within BOAM primarily related to the changes in the fair value of the underlying assets within the 24th Street Funds and BFR Fund, $0.6 million in interest expense, and $0.4 million in losses from unconsolidated affiliates mainly related to our equity method position in Sky Harbour. These items were partially offset by $1.0 million in realized gains on the sale of 331,500 shares of Sky Harbour Class A common stock and interest and dividend income of $0.3 million.

Our investment in Sky Harbour Class A common stock and warrants was valued at $73.5 million on our condensed consolidated balance sheet as of June 30, 2026. 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 $115.1 million as of June 30, 2026.

Cash inflow from continuing operations for the six months ended June 30, 2026 was $10.1 million, compared to a cash inflow of $8.2 million for the six months ended June 30, 2025.

During the second quarter of fiscal 2026, we repurchased 451,281 shares of our Class A common stock for a total cost of $5.8 million.

Our book value per share was $16.61 at June 30, 2026, compared to $16.63 at December 31, 2025.

As of June 30, 2026, we had 29,634,239 shares of Class A common stock and 580,558 shares of Class B common stock outstanding.

As of August 12, 2026, we had 29,546,008 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 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-Q as filed with the SEC for the second quarter 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.

Contacts:

Boston Omaha Corporation

Josh Weisenburger, 402-210-2633

contact@bostonomaha.com

EX-99.2 — EXHIBIT 99.2 PRESENTATION DATED AUGUST 13, 2026 TITLED "BOSTON OMAHA Q2 2026 FINANCIAL RESULTS."

EX-99.2

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Exhibit 99.2

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Aug. 13, 2026

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