Boston Omaha director sells 100,994 shares

Boston Omaha Corp director reports a sizable trust share sale alongside a new equity award.

Rhea-AI Filing Summary

BOSTON OMAHA Corp (BOC) director Brendan Joseph Keating reported recent transactions in Class A common stock. On September 15, 2026, Rosecrest Trust, of which he is trustee, sold 100,994 shares in multiple transactions at an average price of about $13.5633 per share, leaving that trust with no shares. On September 14, 2026, he was granted 5,252 shares under the Boston Omaha Corporation 2022 Long-Term Incentive Plan for Board service, held directly. As of September 14, 2026, 50,900 shares were held indirectly in qualified retirement accounts for his benefit. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Net Seller: 100,994 shares

Net Sell 3 txns

Insider Keating Brendan Joseph

Role Director

Sold 100,994 shs ($1.37M)

Type	Security	Shares	Price	Value
Sale	Class A common stock, par value $0.001 per share F2	100,994	$13.563	$1.37M
Grant/Award	Class A common stock, par value $0.001 per share F1	5,252	$13.71	$72K
holding	Class A common stock, par value $0.001 per share F3	--	--	--

Holdings After Transaction: Class A common stock, par value $0.001 per share — 5,252 shares (Direct); Class A common stock, par value $0.001 per share — 0 shares (Indirect, See footnote 2); Class A common stock, par value $0.001 per share — 50,900 shares (Indirect, See footnote 3)

Footnotes (3)

1. F1. The Reporting Person was granted 5,252 shares of Class A common stock pursuant to the Boston Omaha Corporation 2022 Long-Term Incentive Plan for services as a member of the Board of Directors.
2. F2. The reported shares are directly owned by Rosecrest Trust, of which Brendan J. Keating is the Trustee. Mr. Keating sold these shares in order to provide equity to invest in commercial real estate, his primary business. The shares sold on September 15, 2026 were sold in multiple transactions at an average price of $13.5633 per share and at individual transaction prices ranging from $13.385 to $13.715 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.
3. F3. The shares are held in qualified retirement accounts account for the benefit of Mr. Keating. Mr. Keating could be deemed to have indirect beneficial ownership of the shares.

Key Figures

Shares sold by Rosecrest Trust: 100,994 shares Average sale price: $13.5633 per share Sale price range: $13.385 to $13.715 per share +5 more

8 metrics

Shares sold by Rosecrest Trust 100,994 shares Class A common stock sold on September 15, 2026

Average sale price $13.5633 per share Weighted average price for 100,994 shares sold on September 15, 2026

Sale price range $13.385 to $13.715 per share Individual transaction prices for the September 15, 2026 sales

Director equity grant 5,252 shares Class A shares granted on September 14, 2026 under 2022 Long-Term Incentive Plan

Grant price $13.71 per share Price reported for 5,252-share award on September 14, 2026

Indirect retirement holdings 50,900 shares Class A shares held in qualified retirement accounts as of September 14, 2026

Direct holdings after grant 5,252 shares Directly owned Class A shares following September 14, 2026 award

Trust holdings after sale 0 shares Rosecrest Trust position after September 15, 2026 sale

Key Terms

Class A common stock, par value $0.001 per share, Long-Term Incentive Plan, beneficial ownership, qualified retirement accounts

4 terms

Class A common stock, par value $0.001 per share financial

"security titled Class A common stock, par value $0.001 per share"

Long-Term Incentive Plan financial

"pursuant to the Boston Omaha Corporation 2022 Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

beneficial ownership financial

"Mr. Keating could be deemed to have indirect beneficial ownership of the shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

qualified retirement accounts financial

"The shares are held in qualified retirement accounts account for the benefit"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did BOC director Brendan Joseph Keating report on this Form 4?

He reported a sale of 100,994 Class A shares on September 15, 2026 by Rosecrest Trust, where he is trustee, and a grant of 5,252 Class A shares on September 14, 2026 under the Boston Omaha Corporation 2022 Long-Term Incentive Plan for Board service.

How many BOSTON OMAHA Corp (BOC) shares were sold and at what price?

Rosecrest Trust sold 100,994 Class A shares on September 15, 2026 in multiple transactions at an average price of about $13.5633 per share, with individual prices ranging from $13.385 to $13.715, according to the filing footnote.

What equity award did the BOC director receive and under which plan?

On September 14, 2026, Brendan Joseph Keating was granted 5,252 shares of Class A common stock at a price of $13.71 per share, pursuant to the Boston Omaha Corporation 2022 Long-Term Incentive Plan for his services as a member of the Board of Directors.

How many BOC shares does Brendan Joseph Keating hold after these transactions?

After these transactions, Rosecrest Trust held 0 shares. Brendan Joseph Keating held 5,252 shares directly from the equity grant and 50,900 shares indirectly in qualified retirement accounts for his benefit, as of September 14, 2026.

Were the BOC insider share sales made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan, and the footnotes describing the 100,994-share sale by Rosecrest Trust do not state that the transactions were made under any Rule 10b5-1 trading plan.

What is the nature of Brendan Joseph Keating’s indirect ownership of BOC shares?

The 100,994 shares sold were held indirectly through Rosecrest Trust, where he is trustee. An additional 50,900 shares are held in qualified retirement accounts for his benefit, for which he could be deemed to have indirect beneficial ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 09:52 PM Accepted by SEC EDGAR 09/16/2026 - 09:51 PM Learn about SEC filing dates

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
Estimated average burden
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^*

Keating Brendan Joseph

(Last) (First) (Middle)

C/O BOSTON OMAHA CORPORATION

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NEBRASKA 68102

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026

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

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

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

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	09/14/2026		A		5,252(1)	A	$13.71	5,252	D
Class A common stock, par value $0.001 per share	09/15/2026		S		100,994	D	$13.563(2)	0	I(2)	See footnote 2
Class A common stock, par value $0.001 per share								50,900	I(3)	See footnote 3

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 5,252 shares of Class A common stock pursuant to the Boston Omaha Corporation 2022 Long-Term Incentive Plan for services as a member of the Board of Directors.

2. The reported shares are directly owned by Rosecrest Trust, of which Brendan J. Keating is the Trustee. Mr. Keating sold these shares in order to provide equity to invest in commercial real estate, his primary business. The shares sold on September 15, 2026 were sold in multiple transactions at an average price of $13.5633 per share and at individual transaction prices ranging from $13.385 to $13.715 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.

3. The shares are held in qualified retirement accounts account for the benefit of Mr. Keating. Mr. Keating could be deemed to have indirect beneficial ownership of the shares.

	/s/ Brendan J. Keating	09/16/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)