bomn20251231_10ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(MARK ONE)

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-38113

BOSTON OMAHA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	27-0788438
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1601 Dodge Street, Suite 3300, Omaha, Nebraska	68102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number: (857) 256-0079

Securities registered under Section 12(b) of the Exchange Act:

Title of Class	Trading Symbol(s)	Name of Exchange on Which Registered
Class A common stock, $0.001 par value per share	BOC	The New York Stock Exchange

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $339,121,697.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 29,956,651 shares of Class A common stock and 580,558 shares of Class B common stock, each as of April 21, 2026.

Documents incorporated by reference: None

	Page
Part III	2
Item 10. Directors, Executive Officers and Corporate Governance.	2
Item 11. Executive Compensation.	10
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	12
Item 13. Certain Relationships and Related Transactions, and Director Independence.	13
Item 14. Principal Accounting Fees and Services.	17

Part IV	19
Item 15. Exhibits and Financial Statement Schedules.	19
Item 16. Form 10-K Summary.	19

Exhibit Index	20

Name	Age	Director Since	Current Term Expires	Position(s)	(1)	(2)	(3)
Adam Peterson**	44	2015	2026	President, Chairman of the Board and Chief Executive Officer
Thomas Burt	53	2024	2026	Director		X	X
David S. Graff	43	2025	2026	Director	Chair	X
Brendan J. Keating	44	2016	2026	Director
Frank H. Kenan II	44	2017	2026	Director	X	Chair	X
Jeffrey C. Royal	49	2019	2026	Director
Vishnu Srinivasan	47	2017	2026	Director	X		Chair

Name	Fees earned or paid in cash ($)	All other compensation ($)(1)	Total ($)
Thomas Burt	$0	$60,000	$60,000
David S. Graff	$0	$60,000	$60,000
Brendan J. Keating	$0	$60,000	$60,000
Frank H. Kenan II	$0	$60,000	$60,000
Jeffrey C. Royal	$0	$60,000	$60,000
Vishnu Srinivasan	$0	$60,000	$60,000

Name	Age	Officer Since	Position(s)
Adam K. Peterson	44	2015	President, Chairman of the Board and Chief Executive Officer
Joshua P. Weisenburger	42	2017	Chief Financial Officer, Secretary and Treasurer

Name and principal position	Year	Salary ($)	Cash Bonus ($)	Stock Award ($)	All other compensation ($)(1)	Total ($)
Adam K. Peterson	2025	$639,000	-	-	$32,164	$671,164
Chief Executive Officer and President (Principal Executive Officer)	2024	$639,000	-	-	$31,220	$670,220
Joshua P. Weisenburger (2)	2025	$335,000	$199,991	-	$33,677	$568,668
Chief Financial Officer, Secretary and Treasurer	2024	$320,000	$190,000	-	$32,391	$542,391

	Class A common stock					Class B common stock
Name of Beneficial Owner	Shares		Percentage of Outstanding Class of Stock			Shares		Percentage of Outstanding Class of Stock			Percentage of Aggregate Voting Power of Class A common stock and Class B common stock (1)			Percentage of Aggregate Economic Interest of Class A common stock and Class B common stock (2)
5% Stockholders
Magnolia Capital Fund, L.P. (3)		-					580,558		100.00	%		16.23	%		1.90	%
Magnolia BOC I, LP (3)		5,589,253		18.66	%							15.63	%		18.30	%
Adam K. Peterson (3)		587,031		1.96	%							1.64	%		1.92	%
238 Plan Associates LLC and Massachusetts Institute of Technology (4)		1,602,449		5.35	%							4.48	%		5.25	%
Blackrock, Inc. (5)		1,527,811		5.10	%							4.27	%		5.00	%
Dimensional Fund Advisors (6)		1,572,230		5.25	%							4.40	%		5.15	%
Named executive officers and directors:
Adam K. Peterson (7)		6,176,284		20.62	%		580,558		100.00	%		33.50	%		22.13	%
Thomas Burt		21,632		*								*			*
David S. Graff (8)		6,894		*								*			*
Brendan J. Keating (9)		151,894		*								*			*
Frank H. Kenan II (10)		390,725		1.30	%							1.09	%		1.28	%
Jeffrey C. Royal		59,644		*								*			*
Vishnu Srinivasan		19,644		*								*			*
Joshua P. Weisenburger		29,500		*								*			*
All directors and officers as a group (8 persons)		6,856,217		22.89	%		580,558		100.00	%		35.41	%		24.35	%

*	Less than 1%
(1)	The percent of Percentage of Aggregate Voting Power of Class A common stock and Class B common stock reflects each share of Class B common stock having 10 votes per share as contrasted to one vote for each share of Class A common stock.
(2)	The percent of aggregate economic interest is based on both our Class A common stock and Class B common stock combined. The Class B common stock converts to Class A common stock on a 1:1 basis.
(3)	Based upon a Schedule 13D/A filed with the SEC on January 14, 2025, with a current address listed as 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102.The Schedule 13D/A reflects that Mr. Peterson has the direct or indirect right to control the voting of the shares of Class A common stock and Class B common stock owned by Magnolia Capital Fund, L.P., Magnolia MBOC I, LP and shares held by Mr. Peterson directly and for his minor children. The individual holdings of these shareholders are set forth separately under the heading of 5% stockholders but should be deemed as aggregated for purposes of determining voting control over such shares.
(4)	Based upon a Schedule 13G/A filed with the SEC on January 20, 2026, with a current address listed as One Broadway, 9th Floor, Suite 200, Cambridge, Massachusetts 02142. Because the information in the table above does not reflect any transactions between January 20, 2026 and April 15, 2026 , 238 Plan Associates LLC and Massachusetts Institute of Technology’s actual beneficial ownership of our common stock on April 15, 2026 may be different than reported in the table above.
(5)	Based upon a Schedule 13G/A filed with the SEC on October 17, 2025, with a current address listed as 50 Hudson Yards, New York, New York 10001. The Schedule 13G/A filed by BlackRock provides information only as of October 17, 2025. Because the information in the table above does not reflect any transactions between October 17, 2025 and April 15, 2026, BlackRock’s actual beneficial ownership of our common stock on April 15, 2026 may be different than reported in the table above.
(6)	Based upon a Schedule 13G filed with the SEC on July 15, 2025, with a current address listed as 6300 Bee Cave Road, Building One, Austin, Texas 78746. The Schedule 13G filed by Dimensional Fund Advisors provides information only as of July 15, 2025. Because the information in the table above does not reflect any transactions between July 15, 2025 and April 15, 2026, Dimensional Fund Advisor’s actual beneficial ownership of our common stock on April 15, 2026 may be different than reported in the table above.
(7)	Represents (i) 587,031 shares of Class A common stock owned by Mr. Peterson directly and in accounts for his minor children, (ii) 580,558 shares of Class B common stock owned by The Magnolia Group, LLC, and (iii) 5,589,253 shares of Class A common stock owned by Magnolia BOC I, LP. Mr. Peterson serves as the manager of The Magnolia Group, LLC, the general partner of each of Magnolia Capital Fund, L.P. and Magnolia BOC I, LP and votes the shares held by Magnolia BOC I, LP., and Mr. Peterson disclaims beneficial ownership with respect to the shares held by Magnolia Capital Fund ("MCF") and BOC I except to the extent of his respective pecuniary interests therein.
(8)	Includes shares held directly by Mr. Graff and 1,000 shares of Class A common stock held by Mr. Graff’s spouse.
(9)	Represents (i) 92,400 shares of Class A common stock held by a trust established for the benefit of Mr. Keating, (ii) 45,800 shares of Class A common stock held in a retirement account, and (iii) 13,694 shares of Class A common stock held by Mr. Keating directly.
(10)	Represents (i) 265,239 shares of Class A common stock held by KD Capital, L.P., of which Mr. Kenan serves as a manager and owns 100% of KD Capital Management, LLC, which is the general partner of KD Capital, L.P., (ii) 111,390 shares of Class A common stock held by a trust under which Mr. Kenan is both the trustee and beneficiary, (iii) 9,644 shares of Class A common stock owned directly by Mr. Kenan, and (iv) 4,452 shares held by a retirement account for the benefit of Mr. Kenan.

	Year Ended December 31,
	2024	2025
Audit Fees (1)	$641,630	$160,000
Audit-Related Fees (2)	-	-
Tax Fees	-	-
All Other Fees	-	-

31.3	Certification of Chief Executive Officer required by Rule 13a-14(a) of the Exchange Act
31.4	Certification of Chief Financial Officer required by Rule 13a-14(a) of the Exchange Act
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Amendment: SEC Form 10-K/A filed by Boston Omaha Corporation