Boston Omaha (BOC) CFO gets 4,061-share bonus grant, 742 withheld for taxes

Rhea-AI Filing Summary

Boston Omaha Corporation’s Chief Financial Officer Joshua P. Weisenburger reported stock-based compensation in the form of Class A common shares. On February 12, 2026, he received a grant of 4,061 fully vested shares as a bonus for services performed in 2025 under the 2022 Long-Term Incentive Plan.

On the same date, 742 of these shares were automatically withheld at a price of $12.31 per share to cover required tax withholdings, based on the New York Stock Exchange closing price. After these transactions, he directly owned 29,500 Class A common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Weisenburger Joshua Paul

(Last) (First) (Middle)

C/O BOSTON OMAHA CORPORATION

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NE 68102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOSTON OMAHA Corp [ BOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock, par value $0.001 per share	02/12/2026		A		4,061(1)(2)	A	$12.31	30,242	D
Class A common stock, par value $0.001 per share	02/12/2026		F		742(3)	D	$12.31	29,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person was granted 4,061 shares of fully vested stock as part of a bonus issued for services performed in 2025.

2. The reported shares were issued pursuant to the Boston Omaha Corporation 2022 Long-Term Incentive Plan.

3. Pursuant to the terms of the restricted stock grant, 742 shares of Boston Omaha Corporation Class A common stock under this grant were automatically withheld upon the date of the grant to cover a portion of required tax withholdings. The fair market value of Boston Omaha Corporation Class A common stock used for purposes of calculating the number of shares to be withheld was the closing price of Boston Omaha Corporation Class A common stock as reported by the New York Stock Exchange on February 12, 2026.

	/s/ Joshua P. Weisenburger	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did BOC’s CFO report on this Form 4?

Boston Omaha Corporation’s CFO, Joshua P. Weisenburger, reported receiving 4,061 fully vested Class A common shares as a 2025 performance bonus. The shares were granted on February 12, 2026 under the company’s 2022 Long-Term Incentive Plan as stock-based compensation.

How many BOC shares were withheld for taxes from the CFO’s grant?

From the 4,061-share grant, 742 Class A common shares were automatically withheld on February 12, 2026 to cover required tax withholdings. The withholding used a per-share value equal to the New York Stock Exchange closing price of $12.31 on that date.

What is the CFO’s resulting ownership after these BOC share transactions?

After the reported grant and tax withholding transactions, CFO Joshua P. Weisenburger directly owned 29,500 shares of Boston Omaha Corporation Class A common stock. This figure reflects the 4,061-share bonus grant and the 742 shares withheld to satisfy tax obligations.

Was the BOC CFO’s Form 4 transaction an open-market stock purchase or sale?

The Form 4 shows a stock grant and tax withholding, not an open-market trade. The 4,061 shares were awarded as a bonus, and 742 were withheld to pay taxes, classified as a tax-withholding disposition rather than a market sale or purchase.

Under what plan were the BOC CFO’s bonus shares issued?

The 4,061 fully vested shares granted to the CFO were issued under the Boston Omaha Corporation 2022 Long-Term Incentive Plan. This plan provides equity-based awards, and the grant was described as a bonus for services performed during the 2025 period.