Boston Omaha Board approves $30M stock buyback authorization

Rhea-AI Filing Summary

Boston Omaha Corporation announced that its Board of Directors has approved a share repurchase program authorizing the company to buy back up to $30 million of its Class A common stock. Repurchases may be made from time to time in the open market, through privately negotiated transactions, or by other methods that comply with Rule 10b-18 under the Securities Exchange Act of 1934. The Board also authorized the company to use Rule 10b5-1 trading plans, which can allow repurchases to proceed under pre-set trading instructions. The program will begin on or about November 18, 2025 and is scheduled to run through December 31, 2026, although the Board may end it earlier. The company is not required to buy any minimum number of shares and will limit daily repurchases to no more than 25% of the stock’s average daily trading volume over the prior 20 trading days.

Insights

Equity Capital Allocation Analyst

Boston Omaha authorizes up to $30 million of share repurchases through December 31, 2026.

The Board of Boston Omaha Corporation approved a share repurchase program allowing buybacks of up to $30 million of Class A common stock. Repurchases may occur in the open market, via privately negotiated deals, or other methods that comply with Rule 10b-18, giving the company flexibility in how it executes the program.

The program permits the use of Rule 10b5-1 trading plans, which can automate purchases under pre-specified criteria and help maintain compliance with insider trading rules. The company is not obligated to repurchase any particular number of shares, and actual activity will depend on factors such as price, market conditions, regulatory constraints, and alternative investment opportunities.

The program begins on or about November 18, 2025 and is scheduled to terminate on December 31, 2026, unless ended earlier by the Board. Daily repurchases are capped at 25% of the stock’s average daily trading volume over the prior 20 trading days, aligning with Rule 10b-18 limits. Subsequent disclosures may show how actively the authorization is used over this period.

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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):  (November 14, 2025)

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 November 17, 2025, 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 November 14, 2025, the Board of Directors (the “Board”) of the Company approved and authorized a 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, from time to time, in the open market, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The Board also authorized the Company, in its discretion, to establish “Rule 10b5-1 trading plans” for these share repurchases. The Share Repurchase Program will go into effect on or about  November 18, 2025 and will terminate on December 31, 2026, unless earlier terminated in the discretion of the Board. The actual timing, number and value of shares repurchased under the Share Repurchase Program will depend on a number of factors, including constraints specified in applicable SEC regulations, price, general business and market conditions, and alternative investment opportunities. Pursuant to the Share Repurchase Program, the Company is not obligated to repurchase any specific number of shares of its Class A common stock and shall not repurchase on any one trading day more than 25% of the average daily trading volume of its stock over the previous 20 trading days as determined in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.

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 November 17, 2025 entitled, “Boston Omaha Corporation Announces Adoption of $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:  November 17, 2025

FAQ

What did Boston Omaha Corporation (BOC) announce in this 8-K filing?

Boston Omaha Corporation announced that its Board approved a share repurchase program authorizing the company to buy back up to $30 million of its Class A common stock.

How large is Boston Omaha Corporation's new share repurchase program?

The Board authorized a share repurchase program for up to $30 million of Boston Omaha Corporation's Class A common stock.

When does Boston Omaha Corporation's $30 million share repurchase program start and end?

The share repurchase program is scheduled to go into effect on or about November 18, 2025 and will terminate on December 31, 2026, unless the Board ends it earlier.

How will Boston Omaha Corporation (BOC) execute its share repurchases?

Boston Omaha may repurchase shares in the open market, through privately negotiated transactions, or by other methods in compliance with Rule 10b-18 under the Securities Exchange Act of 1934.

Is Boston Omaha required to repurchase a specific number of shares under this program?

No. Under the share repurchase program, Boston Omaha Corporation is not obligated to repurchase any specific number of Class A shares, and actual repurchases will depend on various business and market factors.

Are there daily limits on Boston Omaha Corporation's share repurchases?

Yes. The company will not repurchase on any one trading day more than 25% of the average daily trading volume of its stock over the previous 20 trading days, as determined under Rule 10b-18.

Can Boston Omaha use Rule 10b5-1 trading plans for this repurchase program?

Yes. The Board authorized the company, in its discretion, to establish Rule 10b5-1 trading plans to facilitate share repurchases under the program.