false
0001494582
0001494582
2026-11-11
2026-11-11
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 11, 2026
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BOSTON OMAHA CORPORATION
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(Exact name of registrant as specified in its Charter)
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Delaware
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001-38113
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27-0788438
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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1601 Dodge Street, Suite 3300
Omaha, Nebraska 68102
(Address and telephone number of principal executive offices, including zip code)
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(857) 256-0079
(Registrant's telephone number, including area code)
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Not Applicable
(Former name or address, if changed since last report)
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Securities registered under Section 12(b) of the Exchange Act:
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Title of Class
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Trading Symbol
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Name of Exchange on Which Registered
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Class A common stock,
$0.001 par value per share
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BOC
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The New York Stock Exchange
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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. ☐
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ITEM 2.02
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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On November 13, 2026, Boston Omaha Corporation (the “Company”) issued a press release entitled “Boston Omaha Corporation Announces Third 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 Q3 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.
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ITEM 8.01
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OTHER INFORMATION.
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As previously announced, 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. On November 11, 2026, the Board voted to increase the size of the Share Repurchase Program from $30 million to $85 million. 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 $85 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
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits. The Exhibit Index set forth below is incorporated herein by reference.
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit Title |
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| 99.1 |
Press release dated November 13, 2026. |
| 99.2 |
Presentation dated November 13, 2026 titled "Boston Omaha Q3 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.
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BOSTON OMAHA CORPORATION
(Registrant)
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By:
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/s/ Joshua P. Weisenburger
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Joshua P. Weisenburger,
Chief FiInancial Officer
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Date: November 13, 2026
Exhibit 99.1
Boston Omaha Corporation Announces Third Quarter 2026 Financial Results and Further Increase in Share Repurchase Program from $30 Million to $85 Million
| Omaha, Nebraska (Business Wire) |
November 13, 2026 |
Boston Omaha Corporation (NYSE: BOC) (the “Company”, “we”, or “our”) announced its financial results for the third quarter ended September 30, 2026, in connection with filing its Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
We show summary financial data below for the third quarter of 2026 and 2025. Our Quarterly Report on Form 10-Q can be found at www.bostonomaha.com. A supplemental presentation providing additional financial information for the third quarter of 2026 can be found on our investor relations website at https://investor.bostonomaha.com. We believe that it is important for shareholders to read the supplemental presentation as, in management’s opinion, it provides additional information on business metrics we use in gauging the performance of each of our business units and investments.
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($ in thousands)
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For the Three Months Ended
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For the Nine Months Ended
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September 30,
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September 30,
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2026
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2025
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2026
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2025
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Billboard Rentals, Net
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$ |
12,076 |
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$ |
11,788 |
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$ |
34,772 |
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$ |
33,993 |
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Broadband Services
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10,101 |
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10,151 |
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31,328 |
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30,705 |
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Investment and Other Income
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1 |
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5 |
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2 |
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22 |
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Total Revenues
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22,178 |
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21,944 |
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66,102 |
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64,720 |
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Depreciation and Amortization Expense
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6,538 |
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6,193 |
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19,173 |
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18,064 |
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Net Loss from Operations
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(997 |
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(689 |
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(2,156 |
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(2,223 |
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Net Other Expense
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(3,611 |
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(4,224 |
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(8,104 |
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(10,855 |
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Income Tax Benefit on Continuing Operations
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194 |
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756 |
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1,311 |
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1,746 |
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Noncontrolling Interest in Subsidiary Loss
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3,830 |
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1,768 |
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4,790 |
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5,776 |
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Income (Loss) from Discontinued Operations
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392 |
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(199 |
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207 |
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(21 |
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Net Loss Attributable to Common Stockholders
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$ |
(192 |
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$ |
(2,588 |
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$ |
(3,952 |
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$ |
(5,577 |
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Basic and Diluted Net Loss per Share
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$ |
(0.01 |
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$ |
(0.08 |
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$ |
(0.13 |
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$ |
(0.18 |
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September 30,
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December 31,
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2026
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2025
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Total Unrestricted Cash and Investments (1)
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$ |
29,743 |
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$ |
36,726 |
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Total Assets
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672,162 |
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713,073 |
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Total Liabilities
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166,830 |
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177,000 |
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Total Boston Omaha Stockholders' Equity
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495,733 |
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516,137 |
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Noncontrolling Interests (2)
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9,599 |
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19,936 |
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Total Equity
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$ |
505,332 |
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$ |
536,073 |
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During the third quarter of fiscal 2026, “Net Other Expense” included losses of $5.0 million within BOAM primarily related to the changes in the fair value of the underlying assets within the 24th Street Funds and BFR Fund, an unrealized loss of $2.2 million on the Sky Harbour warrants held by Boston Omaha, and $0.6 million in interest expense. These items were partially offset by $2.6 million in income from unconsolidated affiliates mainly related to our equity method position in Sky Harbour, $1.4 million in realized gains on the sale of 360,000 shares of Sky Harbour Class A common stock, and interest and dividend income of $0.2 million.
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(1)
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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 13.4% stake (as measured at September 30, 2026) under the equity method.
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(2)
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Noncontrolling interests are primarily related to third party capital raised within our Build for Rent Fund and 24th Street commercial real estate funds.
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Our investment in Sky Harbour Class A common stock and warrants was valued at $71.6 million on our condensed consolidated balance sheet as of September 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 $105.3 million as of September 30, 2026.
Cash inflow from continuing operations for the nine months ended September 30, 2026 was $16.6 million, compared to a cash inflow of $13.0 million for the nine months ended September 30, 2025.
During the third quarter of fiscal 2026, we repurchased 457,308 shares of our Class A common stock for a total cost of $6.4 million.
Our book value per share was $16.64 at September 30, 2026, compared to $16.63 at December 31, 2025.
As of September 30, 2026, we had 29,208,443 shares of Class A common stock and 580,558 shares of Class B common stock outstanding.
As of November 13, 2026, we had 28,999,265 shares of Class A common stock and 580,558 shares of Class B common stock outstanding.
In September 2026, we announced a new Share Repurchase Program to take effect in November 2026 authorizing the Company to repurchase up to $30 million of its Class A common stock. On November 11, 2026, the Board voted to increase the size of the Share Repurchase Program to $85 million. 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 $85 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, expand or terminate the Share Repurchase Program at any time.
About Boston Omaha Corporation
Boston Omaha Corporation is a public holding company with three majority owned businesses engaged in outdoor advertising, broadband telecommunications services, 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 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, operating margins and other results of operations, and the other risks and uncertainties described in the “Risk Factors” section of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026, and the additional risk factors set forth in our quarterly reports on Form 10-Q and reports on Form 8-K filed after March 30, 2026, and our subsequent filings 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