UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(MARK ONE)

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

For the fiscal year ended December 31, ~~2024~~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: $~~325~~339,~~359~~121,~~669~~697.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 30,~~872~~085,~~876~~ 520 shares of Class A common stock and 580,558 shares of Class B common stock as of March 27, ~~2025~~2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement for its ~~2025~~2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, ~~2024~~2025 or will be provided on a Form 10-K/A to be filed within 120 days of the registrant's fiscal year ended December 31, ~~2024~~2025.

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BOSTON OMAHA CORPORATION

INDEX

Page Part I Item 1. Business. 1 Item 1A. Risk Factors. 13 Item 1B. Unresolved Staff Comments. 3936 Item 1C. Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure 3936 Item 2. Properties. 4037 Item 3. Legal Proceedings. 4037 Item 4. Mine Safety Disclosures. 4037 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 4037 Item 6. Selected Financial Data. 4138 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 4239 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 6154 Item 8. Financial Statements and Supplementary Data. 6154 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 6154 Item 9A. Controls and Procedures. 6254 Item 9B. Other Information. 6355 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 6355 Part III Item 10. Directors, Executive Officers and Corporate Governance. 6355 Item 11. Executive Compensation. 6355 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 6355 Item 13. Certain Relationships and Related Transactions, and Director Independence. 6355 Item 14. Principal ~~Accounting~~Accountant Fees and Services. 6355 Part IV Item 15. Exhibits and Financial Statement Schedules. 6456 Exhibit Index 57 Item 16. Form 10-K Summary. 6459 ~~Exhibit Index 65~~ Signatures 6860

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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Report contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or by Public Law 104-67. All statements included in this Report, other than statements that relate solely to historical fact, are “forward-looking statements.” Such statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events, including the impact of geopolitical tensions, inflation, tariffs, the ~~COVID-19~~state ~~pandemic~~of the economy and financial markets generally, and their effect on the markets in which we operate and the broader demand for the products and services we sell as well as on the businesses of companies in which we have invested, our ability to refinance our indebtedness, the integration of businesses we may acquire, government regulation, the market for our Class A common stock, pandemics or any statement that may relate to strategies, plans or objectives for, or potential results of, future operations, financial results, financial condition, business prospects, growth strategy or liquidity, and are based upon management’s current plans and beliefs or current estimates of future results or trends. Forward-looking statements can generally be identified by phrases such as “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “predicts,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “could,” “designed,” “should be” and other similar expressions that denote expectations of future or conditional events rather than statements of fact.

Forward-looking statements include certain statements made under the caption, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under Item 7 of this Report, but also forward-looking statements that appear in other parts of this Report. Forward-looking statements are subject to known and unknown risks and reflect our current views with respect to future events and are based on certain assumptions and are subject to risks and uncertainties that could cause our actual results to differ materially from trends, plans, or expectations set forth in the forward-looking statements. These risks and uncertainties may include the risks and uncertainties described elsewhere in this Report, including under the caption “Risk Factors,” under Item 1A of this Report. Additionally, there may be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ materially from the forward-looking statements.

This Report also contains statistical and other industry and market data related to our business and industry that we obtained from industry publications and research, surveys and studies conducted by us and third parties as well as our estimates of potential market opportunities. Industry publications, third-party and our own research, surveys and studies generally indicate that ~~their~~such information has been obtained from sources believed to be reliable, although they or we do not guarantee the accuracy or completeness of such information. This market data includes projections that are based on a number of assumptions. If these assumptions turn out to be incorrect, actual results may differ from the projections based on these assumptions. As a result, our markets may not grow at the rates projected by this data, or at all. The failure of these markets to grow at these projected rates may have a material adverse effect on our business, results of operations, financial condition and the market price of our common stock.

Summary of Risk Factors

Some of the factors that could materially and adversely affect our financial condition, results of operations, cash flow, the market price of shares of our Class A common stock or our prospects include, but are not limited to, the following. You should read this summary together with the more detailed description of each risk factor contained in ~~this~~ Item 1A “Risk Factors” in this Annual Report on Form 10-K and the other reports and documents filed or furnished by us with the SEC from time to time for a more detailed discussion of the principal risks (as well as certain other risks) that you should carefully consider before deciding to invest in our securities.

Risks Related To Acquisitions and Operations of Our Business

●

We have incurred losses from operations since inception and we anticipate that we will continue to incur losses for the foreseeable future;

● We may be unable to identify and successfully complete acquisitions and, even if acquisitions are identified and completed, we may fail to successfully operate acquired properties, in which event we may elect to sell all or a substantial portion of a business unit;

●

Our business strategy relies on the successful acquisition and integration of diverse companies and operations, and expansion of current business lines or entering into new industries could negatively impact our operating income;

● A significant portion of our assets are securities we hold in other companies. Our investments in Sky Harbour Group Corporation ("Sky Harbour") Class A common stock and securities of other companies involve a substantial degree of risk and our investments in Sky Harbour Class A common stock and these other securities may be subject to material impairment charges depending on the value of these securities. Our ability to sell all or a portion of the Sky Harbour Class A common stock, which are registered, may be limited due to our significant ownership position relative to the total public market float for Sky Harbour's Class A common stock;

● AsIf we enter new business segments, members of our senior management may have limited or no experience in the industries we operate, and we will be reliant on key personnel. The departure of any of our key personnel could materially and adversely affect us; and

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Risks Related to Our Indebtedness

●

Our ability to borrow may be limited in case of adverse changes within the credit market; and

●

Any failure in the future to comply with the covenants set forth in our billboard business and broadband business credit agreements could result in the loan balance becoming immediately due and payable.

Risks Related to Access to Capital and Raising Additional Capital

●

We may not be able to generate sufficient cash to service all of our operations and may be forced to take actions to fund our operations such as debt financing, refinancing current indebtedness, or future equity issuances of our capital stock, any or all of which may not be successful; and

●

We may raise additional equity capital through additional public or private placements, any of which could substantially dilute your investment.

Risks Related to Ownership of Our Securities

● The market price and trading volume of our Class A common stock as well as investments we hold in Sky Harbour and other publicly traded securities we own, may be volatile and negatively impacted by broad market fluctuations;

●

Provisions of our certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, as a result, depress the trading price of our common stock;

●

Our chief executive officer and certain directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented;

●

We do not intend to pay dividends on our common stock and, consequently, the ability of investors to achieve a return on their investment will depend on appreciation in the price of our common stock;

● Certain of our stockholders still hold 87,~~555~~713,~~957~~933 registered shares of our Class A common stock.

Regulatory Risks

●

Dependent on the price of certain publicly-traded securities we currently hold, including our ownership of Sky Harbour Class A common stock, we could become subject to registration and regulation under the Investment Company Act;

●

Our business segments are subject to complex federal, state and local laws and regulations that could adversely affect the cost, manner or feasibility of conducting our operations or expose us to significant liabilities; and

●

Changes in laws or regulations governing our operations or our failure to comply with those laws or regulations and changes in tax laws may adversely impact us.

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PART I

Item 1.

Business.

Our Company

Boston Omaha Corporation, which we refer to as “the Company,” “our Company,” “we,” “us” or “our,” commenced its current business operations in June 2015 and currently operates four separate lines of business: outdoor billboard advertising, broadband services, surety insurance and related brokerage activities, and an asset management business. In addition, we hold minority investments in commercial real estate management and brokerage services, a bank focused on servicing the automotive loan market, a company serving the broadband industry, and a publicly-traded developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars.

Outdoor Billboard Advertising

In June 2015, we commenced our billboard business operations through acquisitions by our wholly owned subsidiary, Link Media Holdings, LLC, which we refer to as "Link," of smaller billboard companies located in the Southeast United States and Wisconsin. During July and August 2018, we acquired the membership interest or assets of three larger billboard companies which increased our overall billboard count to approximately 2,900 billboards. In addition, we have made several billboard acquisitions on a smaller scale since that date. We believe that we are a leading outdoor billboard advertising company in the markets we serve in the Midwest. As of December 31, ~~2024~~2025, we operate approximately 43,~~000~~900 billboards with approximately 7,~~600~~500 advertising faces. One of our principal business objectives is to continue to acquire additional billboard assets through acquisitions of existing billboard businesses in the United States when they can be made at what we believe to be attractive prices relative to other opportunities generally available to us.

We are attracted to the outdoor advertising market due to a number of factors, including high regulatory barriers to building new billboards in some states, growing demand, low maintenance capital expenditures for static billboards, low cost per impression for customers, and the potential opportunity to employ more capital in existing assets at reasonable returns in the form of perpetual easements and digital billboard conversions. In addition, unlike other advertising industries, the internet has not had a material adverse impact on outdoor advertising revenues. The billboard industry’s three largest companies are estimated to account for more than 50% of the industry’s total revenues, and several industry sources and our experience suggest that there are a large number of other companies serving the remainder of the market, providing a potentially significant source of billboards which may be acquired in the future.

Surety Insurance

In September 2015, we established an insurance subsidiary, General Indemnity Group, LLC, which we refer to as “GIG,” designed to own and operate insurance businesses generally handling high volume, lower policy limit commercial lines of property and casualty insurance. In April 2016, our surety insurance business commenced with the acquisition of a surety insurance brokerage business with a national internet-based presence. In December 2016, we completed the acquisition of United Casualty and Surety Insurance Company, which we refer to as "UCS," a surety insurance company, which at that time was licensed to issue surety bonds in only nine states. UCS now has licenses to operate in all 50 states and the District of Columbia. In addition, ~~over the last several years,~~ we have also acquired additional surety insurance brokerage businesses located in various regions of the United States. We currently operate our insurance brokerage businesses under our BOSS Bonds™ tradename. We offer independent insurance agents the opportunity to purchase surety insurance through our computerized portal which offers speed and ease in application processing for the independent agent. We may in the future expand the reach of our insurance activities to other forms of insurance which may have similar characteristics to surety, such as high volume and low average policy premium insurance businesses which historically have similar economics.

Broadband Services

In April 2019, we established a broadband subsidiary, Fiber is Fast, LLC, which has changed its name to Boston Omaha Broadband, LLC, which we refer to as "BOB." In March 2020, our subsidiary, FIF AireBeam LLC, which we refer to as "AireBeam," acquired substantially all of the business assets of FibAire Communications, LLC, which we refer to as "FibAire," a rural broadband internet provider that served over 8,000 customers in communities in southern Arizona with a high-speed fixed wireless internet service and is building an all fiber-to-the-home network in select Arizona markets. In December 2020, we acquired substantially all of the business assets of Utah Broadband, LLC, which we refer to as "UBB," a broadband internet provider that provided high-speed internet to over 10,000 customers throughout Utah. In September 2021, we announced the launch of Fiber Fast Homes, LLC, which we refer to as "FFH," which partners with builders, developers and build for rent communities to build fiber-to-the-home infrastructure and provide fiber internet service to residents. In April 2022, we acquired substantially all of the business assets of InfoWest, Inc. and Go Fiber LLC, which we refer to on a combined basis now as "InfoWest," fiber and fixed wireless internet service providers with over 20,000 customers throughout Southern and Central Utah, Northern Arizona, and Moapa Valley, Nevada. In addition, over the last few years, we have also acquired additional smaller broadband businesses located in Utah. As of December 31, ~~2024~~2025, we have approximately 4649,~~900~~500 broadband customers (1519,~~600~~900 fiber customers) and 3948,~~800~~300 fiber passings completed. We hope to continue to expand in Arizona, Florida, Nevada, Utah, and other locales.

Asset Management

In September 2017, we established an asset management subsidiary, Boston Omaha Asset Management, LLC, which we refer to as “BOAM,” designed to raise third-party capital and invest alongside Boston Omaha Corporation in specific assets and businesses that may offer attractive long-term returns on invested capital. During 2021, we established a subsidiary, Fund One: Boston Omaha Build for Rent, LP ("BFR Fund"), within BOAM to operate a proposed build-for-rent business, focusing on developing, building, and managing single family detached and/or townhomes for long term rentals. In 2022, we started having initial conversations to raise third-party capital to "fund finance" the growth of our fiber business. In May 2023, we acquired 100% of the membership interests in 24th Street Asset Management LLC (“24th Street”), from the other members of 24th Street. Prior to the acquisition, BOAM indirectly owned 48% of the membership interests of 24th Street. 24th Street is the manager of two funds, 24th Street Fund I, LLC and 24th Street Fund II, LLC, which we refer to as “the 24th Street Funds,” focusing on secured lending and direct investments in commercial real estate.

In recent years, BOAM has been staffed and equipped to support the growth of the fiber and real estate businesses. WeThe ~~have determined that the~~ high costs and significant risks associated with "fund financing" based on current market conditions ~~leads~~led us to conclude that it would be more appropriate to pursue self-funding, bank debt, and other funding options for our fiber business at this time. As a result, we are winding down BOAM's operations and over the past ~~several~~18 months have implemented significant cost cutting measures as BOAM now only ~~manage~~manages real estate funds. ~~For~~ With respect to our funds under management (the 24th Street Funds and the BFR Fund), we ~~plan~~have tobeen selling ~~sell~~ the ~~assets~~underlying real estate assets at the highest price the market will bear ~~while~~with ~~maintaining~~only ~~the~~a ~~business~~few projects ~~plans~~still ~~for~~to ~~these~~be ~~assets~~sold. Additionally, we will be returning capital to our fund partners during the wind-down process on the remaining portion of these assets.

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Minority Investments

Since 2015, we have made minority investments in several different industries.

● Since September 2015, we have made a series of investments in commercial real estate, a commercial real estate management, brokerage and related services business as well as an asset management business. We currently own 30% of Logic Real Estate Companies, LLC, which we refer to as "Logic." On May 1, 2023, our BOAM subsidiary acquired 100% of the membership interests in 24th Street, from the members of 24th Street other than BOAM, for cash and BOC Class A common stock valued at $5,016,494 in the aggregate. Prior to the transaction, BOAM indirectly owned 48% of the membership interests of 24th Street. The consideration consisted of $2,759,072 in cash at closing, an additional $1,254,102 in cash subject to holdback, and 45,644 shares of BOC Class A common stock (based on the average closing price of BOC Class A common stock for the 30 business day period ending two days before the closing date). The shares issued in the transaction are unregistered and have no registration rights. The purchase agreement also provides for certain payments based on performance to receive the holdback amount and certain other potential limited earnout payments. In addition, we have invested, through one of our subsidiaries, an aggregate of $6 million in the 24th Street Funds. These funds are managed by 24th Street and focus on opportunities within secured lending and direct investments in commercial real estate.

● In December 2017, we invested $10 million in common units of Dream Finders Holdings LLC, which we refer to as "DFH," the parent company of Dream Finders Homes, LLC, a national home builder. In addition to its homebuilding operations, DFH's subsidiaries provide mortgage loan origination and title insurance services to homebuyers. On January 25, 2021, Dream Finders Homes, Inc., a wholly owned subsidiary of DFH, completed its initial public offering and Dream Finders Homes, Inc. became a holding company and sole manager of DFH. Upon completion of the initial public offering, our outstanding common units in DFH were converted into 4,681,099 shares of Class A common stock of Dream Finders Homes, Inc., and one of our subsidiaries purchased an additional 120,000 shares of Class A common stock in the initial public offering. Since DFH’s initial public offering through December 31, ~~2023~~2022, we have sold all our 4,801,099 shares of DFH Class A common stock for gross proceeds of approximately $81 million.

●

In May 2018, through one of our subsidiaries, we invested approximately $19 million through the purchase of common stock of CB&T Holding Corporation, which we refer to as "CB&T," the privately-held parent company of Crescent Bank & Trust, Inc., which we refer to as "Crescent." Our investment now represents 15.6% of CB&T’s outstanding common stock. Crescent is located in New Orleans and generates the majority of its revenues from indirect subprime automobile lending across the United States.

●

In October 2020, our subsidiary BOC Yellowstone LLC, which we refer to as "BOC Yellowstone," served as sponsor for the underwritten initial public offering of a special purpose acquisition company named Yellowstone Acquisition Company, which we refer to as "Yellowstone." Between August and November 2020, we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724 shares of Class B common stock and 7,719,779 non-redeemable private placement warrants, each warrant entitling us to purchase one share of Class A common stock at $11.50 per share. In August 2021, Yellowstone entered into a business combination agreement with Sky Harbour LLC, which we refer to as "SHG," a developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars. The business combination was completed on January 25, 2022 and Yellowstone changed its name to Sky Harbour Group Corporation, which we refer to as “Sky Harbour.” Sky Harbour’s Class A common stock trades on the NYSE under the symbol “SKYH” and its warrants to purchase Class A common stock trade under the symbol “SKYH.WS.”

● In September 2021, through one of our subsidiaries, we invested $55 million directly into SHG and received Series B preferred units, which we refer to "Sky Series B Preferred Units." Upon the successful consummation of the Sky Harbour business combination, this investment converted into 5,500,000 shares of Sky Harbour's Class A common stock based upon an assumed value of $10.00 per share. In December 2021, we agreed to provide Sky Harbour an additional $45 million through the purchase of 4,500,000 shares of Class A common stock upon the closing of the Sky Harbour business combination, which was consummated in January 2022. ~~During~~Through ~~fiscal~~December ~~2024~~31, 2025, we have sold ~~285~~1,~~442~~015,537 shares of Sky Harbour Class A common stock for gross proceeds of approximately $211.92 million. As of December 31, ~~2024~~2025, we held 1211,~~401~~671,~~589~~494 shares of Sky Harbour Class A common stock and 7,719,779 Sky Harbour warrants.

● In 2021, we established the BFR Fund subsidiary within BOAM to operate a proposed build-for-rent business, focusing on developing, building, and managing single family detached and/or townhomes for long term rentals. We invested approximately $15 million of capital to finance the initial acquisitions for these projects and subsequently raised third-party capital to be invested alongside our capital. The BFR Fund acquired land parcels in Nevada with the initial plan to develop, construct, and operate build-for-rent communities. However, challenges in the market, including the increase in interest rates and the inability to achieve what we believe are appropriate risk-adjusted returns, have led us to pursue selling the remaining BFR Fund's entitled land assets to public homebuilders. Consequently, we are winding down the BFR Fund earlier than originally targeted. byWe ~~returning~~have returned the uninvested cash on hand to BFR Fund partners and, as we sell the BFR Fund's entitled land assets, returning that capital to BFR Fund partners as well.

● In July 2023, we invested approximately $3 million in voting preferred stock of MyBundle.TV Inc., which we refer to as "MyBundle," a company serving the broadband industry by allowing consumers choices in bundling streaming services.

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Additional Opportunities for Growth

In addition to our activities in outdoor billboards, broadband services, surety insurance, asset management and the various industries in which we have made minority investments, we will also consider other industries which offer the potential for predictable and attractive returns on invested capital. We expect to continue to be opportunistic in exploring other opportunities which meet our investment criteria.

Our objective is to grow intrinsic value per share at an attractive rate by retaining capital to reinvest in the productive capabilities of our current subsidiaries, make opportunistic investments, and/or invest in new, anticipated durable earnings streams. Each of these options for capital will be compared to one another on a regular basis, and capital will be deployed according to our management’s judgment as to where it believes allocated capital has the potential to achieve the best long-term return.

Our History

Boston Omaha Corporation was originally incorporated as REO Plus, Inc., which we refer to as “REO,” on August 10, 2009. On March 16, 2015, we reincorporated as a Delaware corporation, adopted new bylaws and changed our name to Boston Omaha Corporation. Our principal business address is 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102, and our telephone number is 402-210-2633. We registered as a reporting company under the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act,” on November 9, 2016. In 2016, we were listed for trading on the OTCQX under the trading symbol “BOMN,” and in June 2017, in connection with our 2017 public offering, we transferred and uplisted to the NASDAQ Capital Market under the trading symbol “BOMN.” On January 14, 2022, we transferred our listing to the New York Stock Exchange and now trade under the trading symbol “BOC.”

On February 13, 2015, Magnolia Capital Fund, L.P., which we refer to as “MCF,” and Boulderado Partners, LLC, which we refer to as “BP,” acquired shares of the Company’s common stock representing approximately 95% of the Company’s issued and outstanding shares at the time. MCF is managed by The Magnolia Group, LLC, which we refer to as “Magnolia,” and BP is managed by Boulderado Capital, LLC and Boulderado Group, LLC, which we collectively refer to as “Boulderado.” Magnolia is managed by Adam K. Peterson, our Chairmen and Chief Executive Officer.

On June 18, 2015, we amended and restated our certificate of incorporation and effected a 7:1 reverse stock split of our Class A common stock. We also created an additional series of our stock now named Class B common stock, par value $0.001 per share. Each share of Class B common stock is identical to the Class A common stock in liquidation, dividend and similar rights. The only differences between our Class B common stock and our Class A common stock is that each share of Class B common stock has 10 votes for each share held, while the Class A common stock has a single vote per share, and certain actions cannot be taken without the approval of the holders of the Class B common stock. There are currently 580,558 shares of our Class B common stock outstanding, which are owned by MCF.

Since 2015, we have raised capital through private investments, public offerings, a bank term loan and revolving loan entered into by Link with a commercial lender, and a bank term loan entered into by BOB with a commercial lender.

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Our Relationship with Magnolia and Repurchase of Interests of Boulderado

In its role as general partner of MCF and Magnolia BOC I, LP, which we refer to as "MBOC I", Magnolia, through its ownership of Class A common stock and all of our Class B common stock, controls approximately 31% of the aggregate voting power and, as a result, will for the foreseeable future likely be able to continue to effectively control the election of our directors, determine our corporate and management policies and determine without the consent of our other stockholders the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. Adam K. Peterson, our Chief Executive Officer and one of our directors, is a principal in Magnolia. In addition, Magnolia as is the only holder of our Class B common stock, and has the ability to limit our ability to take certain actions, notwithstanding the approval of a majority of our board of directors to take such action.

The interests of these funds managed by Magnolia may not coincide with the interests of other holders of our Class A common stock. Mr. Peterson also receives compensation from Magnolia for his role as manager of Magnolia. Additionally, these funds are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us.

MCF is a private investment partnership in Omaha, Nebraska, which commenced operations in August 2014. MBOC I is a private investment partnership in Omaha, Nebraska, which commenced operations in February 2018. Adam K. Peterson is the sole manager of Magnolia, an investment adviser registered with the SEC. Magnolia is the general partner and the manager of MCF and MBOC I.

On May 9, 2024, the Company, Alex B. Rozek, and certain other parties set forth therein, entered into a Separation and Stock Repurchase Agreement (the “Separation Agreement”). Effective as of May 9, 2024, Mr. Rozek resigned as an officer and director of the Company and all its direct and indirect subsidiaries, other than as a member of the board of directors of Sky Harbour. Pursuant to the Separation Agreement, the Company repurchased from Mr. Rozek and Boulderado Partners, LLC, an entity controlled by Mr. Rozek, in the aggregate, 210,000 shares of Company Class A Common Stock, 527,780 shares of Company Class B Common Stock, and 51,994 warrants to acquire 51,994 shares of Company Class B Common Stock. The price of the Class A shares repurchased was based on the 30-trading day volume-weighted average price of the Class A Common Stock for the 30 trading days ending two trading days prior to the execution of the Separation Agreement. The price of the Class B shares repurchased was based on the 30-trading day volume-weighted average price of the Class A Common Stock for the 30 trading days ending two trading days prior to the execution of the Separation Agreement plus a blocking/control premium, for which management employed a third-party valuation expert. The aggregate purchase price paid to Mr. Rozek was $9,175,605, comprised of cash payments of $8,800,480 and 36,705 shares of Class A Common Stock of Sky Harbour. The aggregate purchase price paid to Boulderado was $9,951,113, comprised of cash payments of $7,960,891 and 194,738 shares of Class A Common Stock of Sky Harbour. Pursuant to the Separation Agreement, (a) we transferred to Mr. Rozek 200,000 shares of Class A Common Stock, par value $0.0001 of Sky Harbour, as consideration for his efforts in connection with the successful launch of Sky Harbour, (b) Mr. Rozek received severance of $960,000, towhich bewas paid in full in equal monthly installments ~~for~~through aNovember ~~period of 18 months~~2025, and (c) Mr. Rozek received employee benefits of $75,000, towhich bewas paid in full in equal monthly installments ~~for~~through aNovember ~~period of 18 months~~2025, each of which are included within "Employee costs" within our Consolidated Statements of Operations. There are no other severance or other outstanding financial obligations to Mr. Rozek. Mr. Rozek agreed to customary non-solicitation, non-competition, confidentiality, cooperation, and return of property covenants. As consideration for entering into a non-competition agreement, we paid Mr. Rozek $250,000. In addition, Mr. Rozek and the named executive officers and board of directors of the Company agreed to a mutual non-disparagement covenant, and the Company agreed, subject to certain conditions, to ~~retain~~nominate Mr. Rozek as ~~its~~one ~~representative~~of seven directors on the board of directors of Sky Harbour ~~until~~through ~~December~~the ~~31,~~ 2026 Sky Harbour Annual Meeting.

Our Acquisitions and Equity Investments

Since June 2015, we have expended over $530 million in the acquisition of businesses in outdoor billboard advertising, broadband services, surety insurance and brokerage operations, investment in our asset management business, and in the purchase of minority equity interests in various businesses. We anticipate seeking further acquisitions in these business areas and possibly expanding into other businesses that we believe have the potential for durable profitability in a very competitive world.

Outdoor Billboard Advertising. Since June 2015, through over twenty acquisitions, several asset purchases and one exchange, we have acquired numerous billboard structures, many with multiple faces, related easements, and rights in some instances to construct additional billboards. These billboards are located in Alabama, Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada, Oklahoma, South Dakota, Tennessee, Virginia, West Virginia, and Wisconsin. We paid a combined purchase price of over $240 million for these billboards and related assets. As of March 1, 2025, we operated approximately 43,~~000~~900 billboard structures containing approximately 7,~~600~~500 advertising faces, of which over 100 are digital displays.

Surety Insurance. Since September 2015, through six acquisitions, we have acquired one insurance company (UCS) and five insurance brokerage firms. We paid a combined purchase price of approximately $21.7 million for these acquisitions. Additionally, we have contributed approximately $3347.76 million in statutory capital to UCS. UCS is authorized to issue surety insurance in all 50 states and the District of Columbia, is approved by the United States Department of Treasury, and rated "A-" (Excellent) by A.M. Best Company.

Broadband Services. In March 2020, AireBeam acquired substantially all the business assets of FibAire, a rural broadband internet provider. AireBeam provided high-speed internet to over 8,000 subscribers in communities in southern Arizona with a high-speed fixed wireless internet service and is building an all fiber-to-the-home network in select Arizona markets. We acquired AireBeam for approximately $12.3 million in cash and issued to FibAire’s co-founder and chief executive 10% of the equity in the newly formed entity. In December 2020, we acquired substantially all of the business assets of UBB, a rural broadband internet provider. UBB provided high-speed internet to over 10,000 subscribers in Salt Lake City, Park City, Ogden, Provo and surrounding communities. We acquired UBB for approximately $21.3 million in cash and issued to Alpine Networks, Inc., UBB’s member, 20% of the equity in the newly formed entity. In June 2021, we purchased the 10% equity stake in AireBeam from FibAire's co-founder and chief executive for approximately $664,000. In April 2022, we acquired substantially all of the business assets of InfoWest, which are fiber and fixed wireless internet service providers with over 20,000 customers throughout Southern and Central Utah, Northern Arizona, and Moapa Valley, Nevada. We acquired InfoWest for approximately $38.8 million in cash and issued to the co-founders of InfoWest 20% of the equity in the newly formed entity. In June 2022, UBB completed the acquisition of Strawberry Communications, LLC's internet services business for approximately $1.1 million. In June 2023, InfoWest acquired from Pro Communication and Construction Services, LLC, which we refer to as “ProComm,” broadband construction equipment and related assets for a purchase price of approximately $2.9 million paid in cash. In October 2023, InfoWest acquired substantially all of the business assets of SunRiver Fiber Network from Cable Systems of Nevada, which we refer to as "Cable Systems," for a purchase price of approximately $4.4 million. In April 2024, we entered into agreements with the minority members of UBB and InfoWest, where the original owners exchanged their membership interests in the companies for unregistered shares of Boston Omaha Class A common stock valued at approximately $13.4 million at the time of the transaction. As a result, BOB now owns 100% of UBB and InfoWest.

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Minority Investments. Since 2015, we have made minority investments in several different industries.

● Since September 2015, we have made a series of investments in commercial real estate, a commercial real estate management, brokerage and related services business as well as an asset management business. We currently own 30% of Logic. On May 1, 2023, our BOAM subsidiary acquired 100% of the membership interests in 24th Street from the members of 24th Street other than BOAM for cash and BOC Class A common stock valued at $5,016,494 in the aggregate. Prior to the transaction, BOAM indirectly owned 48% of the membership interests of 24th Street. The consideration consisted of $2,759,072 in cash at closing, an additional $1,254,102 in cash subject to holdback, and 45,644 shares of BOC Class A common stock (based on the average closing price of BOC Class A common stock for the 30 business day period ending two days before the closing date). The shares issued in the transaction are unregistered and have no registration rights. The purchase agreement also provides for certain payments based on performance to receive the holdback amount and certain other potential limited earnout payments. In addition, we have invested, through one of our subsidiaries, an aggregate of $6 million in the 24th Street Funds. These funds are managed by 24th Street and focus on opportunities within secured lending and direct investments in commercial real estate.

●

In December 2017, we invested $10 million in common units of DFH, the parent company of Dream Finders Homes, LLC, a national home builder. In addition to its homebuilding operations, DFH's subsidiaries provide mortgage loan origination and title insurance services to homebuyers. On January 25, 2021, Dream Finders Homes, Inc., a wholly owned subsidiary of DFH, completed its initial public offering and Dream Finders Homes, Inc. became a holding company and sole manager of DFH. Upon completion of the initial public offering, our outstanding common units in DFH were converted into 4,681,099 shares of Class A common stock of Dream Finders Homes, Inc., and one of our subsidiaries purchased an additional 120,000 shares of Class A common stock in the initial public offering. Since DFH’s initial public offering through December 31, 2022, we have sold all our 4,801,099 shares of DFH Class A common stock for gross proceeds of approximately $81 million.

●

In May 2018, through one of our subsidiaries, we invested approximately $19 million through the purchase of common stock of CB&T, the privately-held parent company of Crescent. Our investment now represents 15.6% of CB&T’s outstanding common stock. Crescent is located in New Orleans and generates the majority of its revenues from indirect subprime automobile lending across the United States.

●

In October 2020, our subsidiary BOC Yellowstone served as sponsor for the underwritten initial public offering of a special purpose acquisition company named Yellowstone Acquisition Company, which we refer to as "Yellowstone" sold in its public offering 13,598,898 units at a price of $10.00 per unit, each unit consisting of one share of Class A common stock and a redeemable warrant to purchase one-half of a share of Class A common stock at an exercise price of $11.50 per share. Between August and November 2020, we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724 shares of Class B common stock and 7,719,779 non-redeemable private placement warrants, each warrant entitling us to purchase one share of Class A common stock at $11.50 per share. In August 2021, Yellowstone entered into a business combination agreement with Sky Harbour LLC, a developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars. The business combination was completed on January 25, 2022 and Yellowstone changed its name to Sky Harbour Group Corporation. Sky Harbour’s Class A common stock trades on the NYSE under the symbol “SKYH” and its warrants to purchase Class A common stock trade under the symbol “SKYH.WS.”

● In September 2021, through one of our subsidiaries, we invested $55 million directly into SHG and received Series B preferred units. Upon the successful consummation of the Sky Harbour business combination, this investment converted into 5,500,000 shares of Sky Harbour's Class A common stock based upon an assumed value of $10.00 per share. In December 2021, we agreed to provide Sky Harbour an additional $45 million through the purchase of 4,500,000 shares of Class A common stock upon the closing of the Sky Harbour business combination, which was consummated in January 2022. ~~During~~Through ~~fiscal~~December ~~2024~~31, 2025, we have sold ~~285~~1,~~442~~015,537 shares of Sky Harbour Class A common stock for gross proceeds of approximately $211.92 million. As of December 31, ~~2024~~2025, we held 1211,~~401~~671,~~589~~494 shares of Sky Harbour Class A common stock and 7,719,779 Sky Harbour warrants.

●

In 2021, we established the BFR Fund subsidiary within BOAM to operate a proposed build-for-rent business, focusing on developing, building, and managing single family detached and/or townhomes for long term rentals. We invested approximately $15 million of capital to finance the initial acquisitions for these projects and subsequently raised third-party capital to be invested alongside our capital. The BFR Fund acquired land parcels in Nevada with the initial plan to develop, construct, and operate build-for-rent communities. However, challenges in the market, including the increase in interest rates and the inability to achieve what we believe are appropriate risk-adjusted returns, have led us to pursue selling the BFR Fund's entitled land assets to public homebuilders. Consequently, we are winding down the BFR Fund earlier than originally targeted by returning the uninvested cash on hand to BFR Fund partners and, as we sell the BFR Fund's entitled land assets, returning that capital to BFR Fund partners as well.

●

In July 2023, we invested approximately $3 million in voting preferred stock of MyBundle, a company serving the broadband industry.

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Industry Background

We currently operate outdoor billboard advertising services, provide broadband services, and sell surety insurance products and have minority investments in commercial real estate management and brokerage companies, a bank focused on servicing the automotive loan market, and a developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars.

Outdoor Billboard Advertising. We currently own and operate approximately 43,~~000~~900 billboard structures in the Southeast and Midwest United States containing approximately 7,~~600~~500 advertising faces, of which over 100 are digital displays. In addition, we hold options to build additional billboards in a few of these states. Over 95% of our billboards reside on leased parcels of property. The site lease terms generally range from one to 20 years and often come with renewal options. Many of our leases contain options to extend the lease so as to allow continuous operation for many years or exist in areas where we believe that regulations make it probable a new lease will be signed prior to expiration on similar economic terms to existing leases. Bulletins are large advertising structures consisting of panels, called faces, on which advertising copy is displayed. On traditional billboards, the customer’s advertising copy is printed with computer-generated graphics on a single sheet of vinyl and wrapped around the billboard face. Bulletins are usually located on major highways and target vehicular traffic. Advertising contracts are typically short-term to medium-term (one week to three years). We generally lease individually selected bulletin space to advertisers for the duration of the contract. In addition to the traditional displays described above, we also have digital displays which generally come with shorter term advertising contracts (one week to twelve months). Outdoor billboards were estimated as a $6.37 billion market in the U.S. in ~~2023~~2025 based on industry trade journals. Other outdoor advertising solutions, including street furniture (for example, bus shelters and benches), transit and other new alternative advertising signs at sports stadiums, malls, airports and other locations account for approximately an additional estimated $2.47 billion in revenues in ~~2023~~2025 according to industry sources. There is no concentration of industries to which we lease billboard space.

Surety Insurance. Suretyship insurance occurs when one party guarantees payment or performance by another party for an obligation or undertaking. Many obligations are guaranteed through surety bonds. Common types of surety bonds include commercial surety bonds and contract surety bonds. Suretyship is an integral part of the functioning of government and commerce. In many complex endeavors involving risk, a need exists to have a third party assure the performance or obligations of one party to another party. Surety companies are the “third parties” that provide such financial assurances in return for premium payments. Surety bonds are provided in government bidding and contracting processes as well as for individuals obtaining various government licenses and for individuals and businesses entering into apartment and office lease rentals. Various types of bonds are designed to ensure that when a contractor bids on a project, and is awarded the project, that the project is completed for the amount of the bid, and that the contractors pay their subcontractors and suppliers.

Surety bonds are regulated by state insurance departments. Surety insurance companies operate on a different business model than traditional casualty insurance. Surety is designed to prevent a loss. Though some losses do occur, surety premiums do not contain large provisions for loss payment. The surety takes only those risks which its underwriting experience indicates are reasonable to assume based on its underlying experience. This service is for qualified individuals or businesses whose affairs require a guarantor. The surety views its underwriting as a form of credit, much like a lending arrangement, and places its emphasis on the qualifications of the prime contractor or subcontractor to fulfill its obligations successfully, examining the contractor’s credit history, financial strength, experience, work in progress and management capability. After the surety assesses such factors, it makes a determination as to the appropriateness and the amount, if any, of surety credit. Unlike property and casualty insurance, surety insurance allows the surety insurance company to pursue the contractor or subcontractor which purchased the surety bond for any losses incurred if a claim is made.

Surety insurers are highly regulated and scrutinized, through legal requirements for regular financial, market conduct and operational audits, and other means, in order to conduct business in the estimated $910.67 billion surety market, based on ~~2023~~2024 industry reports. Most surety companies, in turn, distribute surety bonds through licensed surety bond producers, licensed business professionals who have specialized knowledge of surety products, the surety market, and the business strategies and underwriting differences among sureties. A bond producer can serve as an objective, external resource for evaluating a construction firm’s capabilities and, where necessary, can suggest improvements to help the construction firm meet a surety company’s underwriting requirements. Bond producers compete based on their experience, reputation, and ability to issue bonds on behalf of sureties.

Broadband Services. Our AireBeam, UBB, InfoWest, and FFH businesses provide fiber connectivity to homes, business and community organizations in certain markets in Arizona, Florida, Nevada, Utah, and other locales. Driven by the rising demand for higher bandwidth and faster speed connections for a variety of industrial and residential purposes, fiber optic transmission is becoming more and more common in modern society. Fiber optic cables have a much greater bandwidth than metal cables. The significantly higher amount of information that can be transmitted per unit time of fiber over other transmission media is its most significant advantage. Also, an optical fiber offers low power loss, which allows for longer transmission distances. Fiber optic is generally less susceptible to electromagnetic interference, has greater capacity and weighs less than traditional metal wire connections. Also, fiber optic is made of glass, which can provide certain cost advantages over traditional copper wire. Optical fiber is more difficult and expensive to install than copper wire and special equipment is required to test optical fiber. Fiber optic is also highly susceptible to becoming cut or damaged during installation or construction activities. We believe that the demand for broadband services has increased significantly since the COVID pandemic and that this demand will continue to grow as more businesses and consumers rely on remote connectivity for work, learning, telehealth and other connectivity needs and as new technologies expand the ability to digitally share information and services.

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Business Overview and Strategy

Since present management took over in February 2015, we have engaged in (i) acquisitions and minority investments in outdoor billboard advertising, broadband service providers, asset management, surety insurance, commercial real estate services, homebuilding and a bank holding company, (ii) purchases of publicly traded equity securities and (iii) in October 2020 served as the sponsor for an initial public offering for Yellowstone and its subsequent business combination with Sky Harbour in January 2022. Our strategy focuses on investing in companies and lines of business that have demonstrated or which we believe have the potential to consistently demonstrate earnings power over time, with attractive pre-tax historical returns on tangible equity capital, and that we believe are available at a reasonable price.

We source acquisitions both internally via phone calls, research or mailings, business relationships developed over time and also by receipt of target acquisition opportunities from a number of brokers and other professionals. We seek acquisitions consistent with our growth strategy, but there can be no assurance that we will consummate acquisitions pursuant to outstanding letters of intent or acquire any additional billboard assets, surety brokerage firms, broadband service providers, or minority investments in any other businesses. Furthermore, our acquisitions are subject to a number of risks and uncertainties, including as to when, whether, and to what extent the anticipated benefits and cost savings of a particular acquisition will be realized. We are also seeking opportunities to acquire other businesses or a significant interest in existing businesses. We look to acquire businesses in their entirety that have consistently demonstrated earnings power over time, with attractive pre-tax historical returns on tangible equity capital, and that are available at a reasonable price. However, we may consider minority positions and stock issuances when the economics are favorable. In certain circumstances, we may enter lines of business directly when the opportunities and economics of doing so are favorable in comparison to acquisitions.

Outdoor Billboard Advertising. We seek to capitalize on our growing network and diversified geographical and product mix to grow revenues. We believe the outdoor advertising business offers attractive industry fundamentals which we hope to utilize and leverage as we plan to continue to grow our presence in the United States. We hope that our growing presence will be an attractive tool in identifying and attracting both local and national advertisers. We work with our customers to enable them to better understand how our billboards can successfully reach their target audiences and promote their advertising campaigns. Our long-term strategy for our outdoor advertising business includes pursuing digital display opportunities where appropriate, while simultaneously utilizing traditional methods of displaying outdoor advertisements, and with a goal of consolidating fragmented markets where applicable.

Digital displays offer the opportunity to link electronic displays through centralized computer systems to change advertising copy instantaneously and simultaneously on a large number of displays. The ability to change copy by time of day and quickly change messaging based on advertisers’ needs creates additional flexibility for our customers. However, digital displays require more capital to construct and maintain compared to traditional bulletins and increase the supply of advertising faces in a market.

Our local production staffs provide many of our customers a range of services required to create and install advertising copy. Production work includes creating the advertising copy design and layout, coordinating its printing with outside printing firms and installing the copy on the billboard face. We provide creative services to smaller advertisers and to advertisers not represented by advertising agencies. National advertisers often use preprinted designs that require only installation. Our creative and production personnel typically develop new designs or adapt copy from other media for use on our inventory. Our creative staff also can assist in the development of marketing presentations, demonstrations, and strategies to attract new clients.

We typically own the physical structures on which our clients’ advertising copy is displayed. We acquire new structures from third parties on sites we either lease or own or for which we have acquired permanent easements. We generally have limited or no responsibilities to maintain the land on which the billboard is sited. The site lease terms generally range from one to 20 years and often come with renewal options or exist in areas where we believe that regulations make it probable a new lease will be signed prior to expiration on similar economic terms to existing leases. In addition to the site lease, we usually need to obtain a permit to build and operate the sign. Permits are typically issued in perpetuity by the state or local government and typically are transferable or renewable for a minimal or no fee. Traditional bulletin and poster advertising copy is printed with computer generated graphics to form a single sheet of vinyl. These advertisements are then transported to the site and wrapped around the face of the structure.

Surety Insurance. UCS has specialized in providing surety bonds since 1989. UCS is an authorized insurance carrier rated A- (“Excellent”) by A.M. Best and is approved by the United States Department of the Treasury (570 Circular). UCS is currently licensed to conduct business in all 50 states and the District of Columbia. In addition to issuing traditional construction bonds for contractors and subcontractors, UCS offers a wide array of miscellaneous, license and permit bonds that protect consumers from the business activities of our customers or provide assurance to counterparties that our insureds will fulfill licensure requirements or faithfully remit monies owed. Our brokerage services currently operate under the name BOSS Bonds Insurance Agency, LLC.

We seek to reduce our risk by limiting policy amounts, following extensive underwriting processes, reviewing dashboards of critical metrics, and purchasing reinsurance coverage. Our underwriting process considers a number of factors, including the financial health of the customer, the customer’s operating history, the type of obligation, the geographic territory where the contract is being issued, the language of the bond and the subject contract, and, if appropriate, a customer’s pledge of collateral to reduce the risk in the event of a default. Historically, claims on surety bonds are limited by the extensive underwriting analysis undertaken before a risk is agreed to, forms of security provided upon the bond’s issuance, and by the legal ability to pursue the customer obtaining the surety bond for recovery of amounts paid due to a claim. A surety’s right of indemnification contrasts with property and casualty, or life insurance coverages, where no such recovery right exists. Unlike other insurance, surety insurance losses are commonly limited by the indemnity obligations of the insured, collateral provided by the insured at the time of issuance, or the insurance company’s contractual right to uncollected funds from construction projects on which it has issued a bond and steps in for the insured.

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Broadband Services. We seek to capitalize on the growing demand for rural internet access and increased bandwidth capacity as the economy shifts towards increased consumer demand and telecommuting work arrangements. AireBeam, UBB and InfoWest operate in several underserved communities in Arizona, Nevada, and Utah that need higher speed and greater internet capacity. Our strategy is to grow our presence in the rural broadband business as we expect many more communities to demand increasingly more bandwidth to their homes and businesses than their current service offering can reliably provide. Within certain markets, we believe that fiber-to-the-home has the potential to be a long-lived asset that fits into our objective to invest in what we believe are durable businesses that have the potential to achieve favorable pre-tax returns on invested capital. Recent studies suggest that a significant proportion of homes in the United States, particularly outside of major metropolitan areas, have not connected to high-speed broadband services as their communities lack all-fiber connectivity. We believe that the combination of the rural broadband business models at AireBeam, UBB and InfoWest we acquired together with our stronger balance sheet provides a competitive platform to bring fiber-to-the-home to additional communities in Arizona, Nevada, and Utah and other similarly situated communities in other states. In addition, through our FFH business, we have entered into contracts with home builders to bring fiber-to-the-home in large residential developments currently under construction and expect to continue to expand this to additional developments in the future. We believe that the fiber-to-the-home market shares similar qualities with our billboard and surety insurance markets in providing a diversified customer base in markets which impose some obstacles to competitors. We also believe that many broadband systems are owned by a significant number of small operators which may be interested in being acquired, providing us the potential for continued future growth in the broadband internet provider market.

Competition

Outdoor Billboard Advertising. The outdoor advertising industry in the United States consists of several large companies, and three companies, Clear Channel Outdoor, Outfront Media and Lamar Advertising Company, own a majority of all outdoor billboards. These companies are estimated to generate more than 50% of the industry’s total revenues and several industry sources estimate that there are many other smaller companies serving the remainder of the market, providing a potentially significant source of billboards which may be acquired in the future. Part of our strategy is to acquire certain of the smaller and medium sized competitors in markets we deem desirable to advertisers. We also compete with other advertising media in our respective markets, including broadcast and cable television, radio, print media, direct mail, online and other forms of advertisement. Outdoor advertising companies compete primarily based on their ability to reach consumers, which is driven by location of the display.

Surety Insurance. Our insurance business operates in an environment that is highly competitive and very fragmented. We compete with other global insurance and reinsurance providers, including but not limited to Travelers, Liberty Mutual, Zurich Insurance Group, CNA Insurance Group, and Chubb Ltd, as well as numerous specialist, regional and local firms in almost every area of our business. These companies may market and service their insurance products through intermediaries, or directly without the assistance of brokers or agents. We also compete with other businesses that do not fall into the categories above that provide risk-related services and products.

Broadband Services. Our broadband services businesses provide high-speed internet connectivity and are aimed at rural and other underserved communities that need higher speed and greater internet capacity. In the future, leading cable operators, such as Comcast, Charter Communications and ~~Altice USA~~Optimum, and other competitors, as well as other corporations providing competitive services, such as AT&T, T-Mobile and Verizon, may seek to enter the markets we serve. In addition, we may face competition from 5G in the home and other services incorporating new technologies. Technological changes are further intensifying and may challenge existing business models. Our internet services are expected to compete with wireless phone companies, satellite and other broadband providers, as well as wireline phone companies and other providers of wireline internet service and others seeking to build fiber-based network infrastructure.

Human Capital

We believe we can continue to enhance stockholder value through our business practices that consider the long-term interests of all our stakeholders, including our employees. We aim to create a workplace where employees feel engaged, rewarded and empowered. Culture plays an important role in the way we conduct business and attract talent and, as such, we actively promote a culture of collaboration, creativity, inclusivity and ownership throughout the employee experience.

As of March 1, ~~2025~~2026, we had ~~452~~422 employees, of which ~~287~~260 were in broadband operations, 9392 were in billboard operations, 6765 were in insurance services and 5 were in administrative or corporate related activities. Currently, more than 90% of our employees are full time. None of our employees are subject to collective bargaining agreements. We believe that our relationship with our employees is good.

Hiring and developing our employees and building a work environment which they find fulfilling is an important goal for our business. We seek to promote a working environment which promotes the diversity of our workforce, respects the background of each employees and allows each employee to grow to his or her full potential. We seek to provide an attractive compensation and benefits package for our employees, including fair wages, incentives, a 401(k) program to which we provide matching contributions, health care benefits and time off for parental leave, among other benefits. We also are committed to employee safety and spend significant time training employees on safety protocols. We maintain an employee hotline to report issues of concern, which connects to our Chief Financial Officer, Chair of our Audit Committee and our outside counsel.

Information Systems

We rely on our information systems to manage our daily business activities, interact with customers and vendors, manage our digital billboard displays, and market our services. We have outsourced certain technology and business process functions to third parties and may increasingly do so in the future. We have also hired individuals responsible for maintaining and improving our information systems and for developing systems to protect both our information and that of our customers. In order to reduce the risk of unintended disclosure of customer information, our separate business groups operate different information systems for their customer interactions. Our outsourcing of certain technology and business process functions to third parties and our reliance on the use of our information systems may expose us to increased risk related to data security, service disruptions or the effectiveness of our control system. We also maintain certain levels of insurance designed to provide some coverage in the event of any damages arising from a breach of our computer security systems.

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Regulation of Our Outdoor Advertising Business

The outdoor advertising industry in the United States is subject to governmental regulation at the federal, state and local levels. These regulations may include, among others, restrictions on the construction, repair, maintenance, lighting, upgrading, height, size, spacing and location and permitting of and, in some instances, content of advertising copy being displayed on outdoor advertising structures. We generally do not incur material costs related to compliance with environmental laws in our advertising business.

From time to time, legislation has been introduced attempting to impose taxes on revenue from outdoor advertising or for the right to use outdoor advertising assets. Several jurisdictions have imposed such taxes as a percentage of our outdoor advertising revenue generated in that jurisdiction. In addition, some jurisdictions have taxed our personal property and leasehold interests in advertising locations using various valuation methodologies. In certain circumstances, such as our current Tampa operations, when we lease space from a governmental authority, we may enter into revenue sharing agreements with the authority, and in other circumstances we will manage third party billboards in connection with revenue sharing agreements. We expect jurisdictions to continue to try to impose such taxes and other fees as a way of increasing revenue. In recent years, outdoor advertising also has become the subject of targeted taxes and fees. These laws may affect prevailing competitive conditions in our markets in a variety of ways. Such laws may reduce our expansion opportunities or may increase or reduce competitive pressure from other members of the outdoor advertising industry. No assurance can be given that existing or future laws or regulations, and the enforcement thereof, will not materially and adversely affect the outdoor advertising industry.

In the United States, federal law, principally the Highway Beautification Act, which we refer to as the “HBA,” regulates outdoor advertising on Federal-Aid Primary, Interstate and National Highway Systems roads within the United States, which we refer to as “controlled roads.” The HBA regulates the size and placement of billboards, requires the development of state standards, mandates a state’s compliance program, promotes the expeditious removal of illegal signs and requires just compensation for takings.

To satisfy the HBA’s requirements, all states have passed billboard control statutes and regulations that regulate, among other things, construction, repair, maintenance, lighting, height, size, spacing and the placement and permitting of outdoor advertising structures. We are not aware of any state that has passed control statutes and regulations less restrictive than the prevailing federal requirements on the federal highway system, including the requirement that an owner remove any non-grandfathered, non-compliant signs along the controlled roads, at the owner’s expense and without compensation. Local governments generally also include billboard control as part of their zoning laws. Building codes regulating those items described above include similar provisions regarding the removal of non-grandfathered structures that do not comply with certain of the local requirements.

As part of their billboard control laws, state and local governments regulate the construction of new signs. Some jurisdictions prohibit new construction, some jurisdictions allow new construction only to replace or relocate existing structures and some jurisdictions allow new construction subject to the various restrictions discussed above. In certain jurisdictions, restrictive regulations also limit our ability to relocate, rebuild, repair, maintain, upgrade, modify or replace existing legal non-conforming billboards.

U.S. federal law neither requires nor prohibits the removal of existing lawful billboards, but it does mandate the payment of compensation if a state or political subdivision compels the removal of a lawful billboard along the controlled roads. In the past, state governments have purchased and removed existing lawful billboards for beautification purposes using federal funding for transportation enhancement programs, and these jurisdictions may continue to do so in the future. From time to time, state and local government authorities use the power of eminent domain and amortization to remove billboards. Amortization is the required removal of legal non-conforming billboards (billboards which conformed with applicable laws and regulations when built, but which do not conform to current laws and regulations) or the commercial advertising placed on such billboards after a period of years. Pursuant to this concept, the governmental body asserts that just compensation is earned by continued operation of the billboard over that period of time. Although amortization is prohibited along all controlled roads, amortization has been upheld along non-controlled roads in limited instances where permitted by state and local law.

We may expand the deployment of digital billboards in markets and in specific locations we deem appropriate and where the placement of these digital displays is permitted by government agencies regulating their locations. We are aware of some existing regulations in the U.S. that restrict or prohibit these types of digital displays. ~~However,~~ ~~since~~The ~~digital~~findings ~~technology~~of ~~for~~future ~~changing~~studies ~~static~~related ~~copy~~to ~~has~~the ~~only~~impact ~~recently~~of ~~been~~digital ~~developed~~billboards ~~and~~on ~~introduced~~driver ~~into~~safety ~~the~~issues, ~~market~~if ~~on a large scale~~any, ~~and~~may isresult in regulations at the ~~process~~federal ofor ~~being~~state ~~introduced~~level ~~more~~that ~~broadly,~~impose ~~existing~~greater ~~regulations~~restrictions ~~that~~on ~~currently~~digital dobillboards. ~~not~~Any ~~apply~~new torestrictions on digital ~~technology~~billboards bycould ~~their~~have ~~terms~~a ~~could~~material beadverse ~~revised~~effect toon ~~impose~~both ~~greater~~our ~~restrictions.~~existing ~~These~~inventory ~~regulations,~~of ordigital ~~actions~~billboards byand ~~third~~our ~~parties~~plans to expand our digital deployment, ~~may~~which ~~impose~~could ~~greater~~have ~~restrictions~~a onmaterial ~~digital~~adverse ~~billboards~~effect ~~due~~on toour ~~alleged~~business, ~~concerns~~results ~~over~~of ~~aesthetics~~operations orand ~~driver~~financial ~~safety~~condition.

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Regulation of Our Surety Insurance Business

GIG and its subsidiaries transact their insurance business in all 50 U.S. states and the District of Columbia and are subject to regulation in the various states and jurisdictions in which they operate. The extent of regulation varies, but generally derives from statutes that delegate regulatory, supervisory and administrative authority to a department of insurance in each state and jurisdiction. The regulation, supervision and administration relate, among other things, to standards of solvency that must be met and maintained, the licensing of insurers and their agents, the nature of and limitations on investments, premium rates, restrictions on the size of risks that may be insured under a single policy, reserves and provisions for unearned premiums, losses and other obligations, deposits of securities for the benefit of policyholders, approval of policy forms and the regulation of market conduct, including the use of credit information in underwriting as well as other underwriting and claims practices. State insurance departments also conduct periodic examinations of the financial condition and market conduct of insurance companies and require the filing of financial and other reports on a quarterly and annual basis. Nebraska, the state of domicile for UCS, may also limit the payment of dividends from UCS to GIG and us and, as a result, to our stockholders if and when we declare a dividend from the operations of UCS and/or GIG and its other operating subsidiaries.

GIG and its subsidiaries and/or certain of our designated employees must be licensed to act as agents, brokers and intermediaries by state regulatory authorities in the locations in which we conduct business. Regulations and licensing laws vary by individual state location and are often complex. The applicable licensing laws and regulations in all states are subject to amendment or reinterpretation by regulatory authorities, and such authorities are vested in most cases with relatively broad discretion as to the granting, revocation, suspension and renewal of licenses. We endeavor to monitor the licensing of GIG, its subsidiaries and our employees, but the possibility exists that GIG and its subsidiaries and/or certain of our designated employees could be excluded or temporarily suspended from carrying on some or all of our activities or could otherwise be subjected to penalties by a particular jurisdiction.

Rate and Rule Approvals. GIG’s domestic insurance subsidiaries are subject to each state’s laws and regulations regarding rate, form, and rule approvals. The applicable laws and regulations generally establish standards to ensure that rates are not excessive, inadequate, unfairly discriminatory or used to engage in unfair price competition. An insurer’s ability to adjust rates and the relative timing of the process is dependent upon each state’s requirements. Many states have enacted variations of competitive ratemaking laws, which allow insurers to set certain premium rates for certain classes of insurance without having to obtain the prior approval of the state insurance department. In addition, the Bureau of Fiscal Services of the United States Treasury administers the corporate Federal surety bond program, which issues certificates of authority to authorized surety companies, analyzes the financial statements of applicants and authorized companies to ensure compliance, and publishes lists of companies holding a certificate authority.

Requirements for Exiting Geographic Markets and/or Canceling or Nonrenewing Policies. Several states have laws and regulations which may impact the timing and/or the ability of an insurer to either discontinue or substantially reduce its writings in that state. These laws and regulations typically require prior notice, and in some instances insurance department approval, prior to discontinuing a line of business or withdrawing from that state, and they allow insurers to cancel or non-renew certain policies only for certain specified reasons.

Insurance Regulatory Information System. The National Association of Insurance Commissioners, which we refer to as “NAIC,” developed the Insurance Regulatory Information System, which we refer to as “IRIS,” to help state regulators identify companies that may require regulatory attention. Financial examiners review annual financial statements and the results of key financial ratios based on year-end data with the goal of identifying insurers that appear to require immediate regulatory attention. Each ratio has an established “usual range” of results. A ratio result falling outside the usual range, however, is not necessarily considered adverse; rather, unusual values are used as part of the regulatory early monitoring system. Furthermore, in some years, it may not be unusual for financially sound companies to have several ratios with results outside the usual ranges. Generally, an insurance company may become subject to regulatory scrutiny or, depending on the company’s financial condition, regulatory action if certain of its key IRIS ratios fall outside the usual ranges and the insurer’s financial condition is trending downward.

Risk-Based Capital Requirements. The NAIC has a risk-based capital, which we refer to as “RBC,” requirement for most property and casualty insurance companies, which determines minimum capital requirements and is intended to raise the level of protection for policyholder obligations. UCS is subject to these NAIC RBC requirements based on laws that have been adopted by individual states. These requirements subject insurers having policyholders’ surplus less than that required by the RBC calculation to varying degrees of regulatory action, depending on the level of capital inadequacy.

Investment Regulation. Insurance company investments must comply with applicable laws and regulations which prescribe the kind, quality and concentration of investments. In general, these laws and regulations permit investments in federal, state and municipal obligations, corporate bonds, certain preferred and common equity securities, mortgage loans, real estate and certain other investments, subject to specified limits and certain other qualifications. If certain investments fail to meet these criteria, these investments may be excluded or limited in calculating our compliance in meeting these and other testing criteria.

Regulation of Our Broadband Business

Many but not all of our services and networks are regulated by the Federal Communications Commission, which we refer to as the “FCC,” and by state and local governments. Whether our networks or our services are regulated or unregulated depends on numerous factors, including but not limited to whether we offer telecommunications service, as defined in state and federal laws, or cable service. The construction and maintenance of our fiber optic networks may face local regulation that can adversely impact the timing or our deployment. Certain of our services that are provided via wireless transmission require FCC licenses and our local video and other services often require local government franchises. The local government franchises often impose certain obligations to build out the network and require payment of fees to the local government, which fees are often are based on a percentage of gross revenues. In private communities and mobile home parks, we may be required to obtain the consent of the homeowners association or other property owners to provide services, and we often have to pay a fee to obtain access to the property and provide our services. Finally, to deploy our networks, we frequently must obtain agreements from local power utilities to use their poles and in some cases easements from landowners.

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Acquisition and Financing Strategy

Acquisition Selection. Our management will have broad discretion in identifying and selecting prospective target acquisitions. In evaluating a prospective target acquisition, our management will consider, among other factors, the following:

●

Management’s understanding of the business and its competitive environment;

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Management’s view of the business durability, capital intensity, and prospective returns on the capital employed over time;

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Management’s assessment of the financial attractiveness of a particular target relative to other available targets; and

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Capital requirements and management’s assessment of the ability to finance a particular target.

Issuance of senior and additional securities. To the extent that our Board of Directors determines to obtain additional capital, it may issue debt or equity securities. Existing stockholders have no preemptive rights to common or preferred stock issued in any securities offering by us, and any such offering might cause a dilution of a stockholder’s investment in our Company. We have raised over $445 million in net proceeds through underwritten public offerings conducted in 2017, 2020 and 2021, our 2018 Private Placement, and through "at the market" offerings conducted between 2018 and 2023.

Borrowing of money. On August 12, 2019, Link entered into a Credit Agreement (the “Credit Agreement”) with First National Bank of Omaha (the “Lender”) under which Link could borrow up to $40 million (the “Credit Facility”). The Credit Agreement provided for an initial term loan (“Term Loan 1”), an incremental term loan (“Term Loan 2”) and a revolving line of credit. Link initially borrowed approximately $18 million under Term Loan 1 and $5.5 million under Term Loan 2. On December 6, 2021, Link entered into a Fourth Amendment to Credit Agreement (the "Fourth Amendment"), that modified the Credit Agreement by increasing the borrowing limit to $30 million and combining the outstanding balances under Term Loan 1 and Term Loan 2 as well as any incremental borrowings into a term loan ("Term Loan"). The Term Loan is secured by all assets of Link and its operating subsidiaries, including a pledge of equity interests of each of Link’s subsidiaries. In addition, each of Link’s subsidiaries has joined as a guarantor to the obligations under the Credit Agreement. The loan is not guaranteed by Boston Omaha or any of our non-billboard businesses. As we continue to expand our billboard business through acquisitions, we may seek to increase the funds available to us through this Credit Facility or with a different lender. Principal amounts under the Term Loan are payable in monthly installments according to a 25-year amortization schedule. Principal payments commenced on July 1, 2020 for amounts previously borrowed under Term Loan 1 and October 1, 2020 for amounts previously borrowed under Term Loan 2. The Term Loan is payable in full on December 6, 2028. The Term Loan has a fixed interest rate of 4.00% per annum. On May 30, 2024, Link entered into a Ninth Amendment to Credit Agreement, which modified the Credit Agreement by increasing the maximum availability under the revolving line of credit from $10,000,000 to $15,000,000. Interest payments are based on the U.S. Prime Rate minus an applicable margin ranging between 0.65% and 1.15% dependent on Link’s consolidated leverage ratio. ~~The~~On ~~new~~October 20, 2025, Link entered into a Tenth Amendment to Credit Agreement, which modified the Credit Agreement by extending the revolving line of credit maturity date and updating the definition of the consolidated fixed charge coverage ratio. The revolving line of credit is now due and payable on August 12, ~~2026~~2029. Under the Term Loan, Link is required to comply with the following financial covenants: A consolidated leverage ratio for any test period ending on the last day of any fiscal quarter of Link (a) beginning with the fiscal quarter ended June 30, 2024 of not greater than 3.50 to 1.00, (b) beginning with the fiscal quarter ending December 31, 2026 of not greater than 3.25 to 1.00 and (c) beginning with the fiscal quarter ending December 31, 2027 and thereafter of not greater than 3.00 to 1.00, and a minimum consolidated fixed charge coverage ratio of not less than 1.15 to 1.00 measured quarterly, based on rolling four quarters. Link was in compliance with these covenants as of December 31, ~~2024~~2025. The Credit Agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings of this type. Upon the occurrence of an event of default the Lender may accelerate the loan. Upon the occurrence of certain insolvency and bankruptcy events of default the loan will automatically accelerate.

On September 17, 2024, three operating subsidiaries of BOB entered into a Credit Agreement (the “BOB Credit Agreement”) also with First National Bank of Omaha under which certain subsidiaries of BOB ~~can~~could borrow up to $20,000,000 in the aggregate in term loans (the “BOB Credit Facility”). The three operating subsidiaries which are the borrowers under the BOB Credit Agreement are AireBeam, InfoWest and UBB (collectively, the “Borrowers”). The loan is guaranteed by BOB but is not guaranteed by BOC or any other businesses owned by BOC and its other subsidiaries. The BOB Credit Agreement was subsequently split into separate credit agreements with each of the Borrowers in order to allow certain borrowers to apply for federal loan funding, hereinafter referred to as the "BOB Credit Agreements." All material terms of the original BOB Credit Agreement remain unchanged in the Amended and Restated Credit Agreement for FIF Airebeam, LLC and FIF St. George, LLC and the Credit Agreement for FIF Utah, LLC. The loans under the BOB Credit ~~Facility~~Agreements are secured by all assets of each of the Borrowers. Funds available under the BOB Credit Facility are to be used for capital expenditures associated with capital acquisition and leasing of capital equipment for expansion of the Borrowers’ businesses and must be drawn by ~~September~~December 1631, 2025. The BOB Credit ~~Agreement~~Agreements ~~provides~~ provided for incremental drawdowns of the term loan in minimum increments of $1,000,000. Each term loan is due five years following the borrowing date of such term loan. As of December 31, 2025, the outstanding term loan end dates range from October 1, 2029 to November 18, 2030. Principal under each term loan is amortized in equal monthly payments over a 10-year period from the date of each term loan. Interest under each term loan accrues at the “Applicable Margin,” which is set at (a) 2.75% per annum with respect to any SOFR Loan, and (b) 1.75% per annum with respect to any Base Rate Loan. There is a fee during the first year of the BOB Credit Facility equal to 0.25% of any unused portion of the $20 million loan commitment. Pursuant to the BOB Credit ~~Agreement~~Agreements, BOB is required to comply with the following financial covenants: A consolidated leverage ratio for any test period ending on the last day of any fiscal quarter of BOB of not greater than 3.50 to 1.00, a minimum consolidated fixed charge coverage ratio of not less than 1.15 to 1.00 measured quarterly, based on rolling four quarters, and maximum capital expenditures not exceeding Consolidated Adjusted EBITDA less dividends and distributions paid to BOB, the cash portion of taxes, unfinanced maintenance capital expenditures, principal amortization payments or redemptions on indebtedness to be paid in cash, cash payments made with respect to capital lease obligations during the period, and cash interest expense for the period. BOB was in compliance with these covenants as of December 31, ~~2024~~2025. The BOB Credit ~~Agreement~~Agreements ~~includes~~include representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings of this type. Upon the occurrence of an event of default the Lender may accelerate the loan. Upon the occurrence of certain insolvency and bankruptcy events of default the loan will automatically accelerate. All assets of the Borrowers, their Subsidiaries and BOB are secured by the grant of a security interest in substantially all of their assets to the Lender.

Long-term debt included within our ~~consolidated~~Consolidated ~~balance~~Balance ~~sheet~~ Sheets as of December 31, ~~2024~~2025 consists of approximately $314,~~400~~000,000 under BOB's credit facility, of which approximately $~~350~~1,500,000 is classified as current, and approximately $34,800,000 under Link's credit facility, of which approximately $890,000 is classified as current and $9,100,000 is related to its revolving line of credit. Long-term debt included within our Consolidated Balance Sheets as of December 31, 2024 consisted of approximately $3,400,000 under BOB's credit facility, of which approximately $350,000 was classified as current, and $36,123,138 under Link's credit facility, of which $851,444 is was classified as current and $9,600,000 iswas related to its revolving line of credit.

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We may in the future use a number of different sources to finance our acquisitions and operations, including cash flows from operations, seller financing, private financings (such as bank credit facilities, which may or may not be secured by our assets), additional common or preferred equity issuances or any combination of these sources, to the extent available to us, or other sources that may become available from time to time, which could include asset sales and issuance of debt securities. Any debt that we incur may be recourse or non-recourse and may be secured or unsecured. We also may take advantage of joint venture or other partnering opportunities as such opportunities arise in order to acquire properties that would otherwise be unavailable to us.

In addition, we have applied for federal loan and grant programs which would help to defray the costs of broadband buildout in rural and other underserved areas. The Broadband Equity, Access and Deployment Program ("BEAD") is a $42.45 billion federal initiative, funded by the 2021 Infrastructure Investment and Jobs Act, aimed at providing high-speed internet to all unserved and underserved locations across 56 U.S. states and territories. Administered by the NTIA, it prioritizes fiber deployment to bridge the digital divide, with funds distributed to states for infrastructure projects, mapping, and adoption. Similarly, the ReConnect Loan and Grant Program furnishes loans and grants to provide funds for the costs of construction, improvement, or acquisition of facilities and equipment needed to provide broadband service in eligible rural areas.

To date, BOB, through its subsidiaries, has applied for both ReConnect and BEAD funding and may apply in the future for funding under the program to further develop broadband services in certain locations. The BEAD and ReConnect programs are highly competitive and if BOB and its subsidiaries are successful in being awarded such funding, federal and state regulations place significant requirements on grantees to comply with numerous regulations and provides for penalties and reimbursement of grants under certain circumstances. This year, BOB has received notice of awards under both programs, which awards are subject to completion of certain closing conditions. The first award is under the ReConnect program for approximately $23 million of funding, half of which will be in the form of a grant and half of which will be in the form of long-term debt available as requested by BOB in multiple draw downs, to deploy fiber to approximately 3,000 locations within UBB’s surrounding markets. The loan portion is a 20 year term loan under advantageous interest rates and which we, as the ultimate parent of UBB, must guarantee. Under the BEAD program, two of our broadband subsidiaries have received notice that they have been tentatively selected (subject to completion of final documentation) to receive awards of approximately $14 million in the aggregate of grant funding to deploy fiber to approximately 2,000 locations. These broadband subsidiaries will be required to ‘match’ approximately $5 million of the BEAD grant, half of which will be funded in cash and half of which will be funded in-kind.

We may use the proceeds of any future borrowings to acquire assets or for general corporate purposes. We expect to use leverage on terms we find attractive, assessing the appropriateness of new equity or debt capital based on market conditions, including assumptions regarding future cash flow, the creditworthiness of customers and future rental rates. Our certificate of incorporation, which, as amended from time to time, we refer to as our “certificate of incorporation” and bylaws, which, as amended from time to time, we refer to as our “bylaws,” do not limit the amount of debt that we may incur. Our Board of Directors has not adopted a policy limiting the total amount of debt that we may incur, but will consider a number of factors in evaluating the amount of debt that we may incur. If we adopt a debt policy, our Board of Directors may from time to time modify such policy in light of then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general conditions in the market for debt and equity securities, fluctuations in the market price of our common stock if then trading on any exchange, growth and acquisition opportunities, and other factors. Our decision to use leverage in the future to finance our assets will be at our discretion and will not be subject to the approval of our stockholders, and we are not restricted by our governing documents or otherwise in the amount of leverage that we may use.

Purchase and sale (or turnover) of acquired businesses. Our ~~We do not currently intend to dispose of any of our properties in the near future as our~~ strategy is to acquire assets which have the potential to generate significant cash flow over an extended period of time. ~~However,~~We we reserve the right to dodispose soof a business or subset of a business unit if, based upon management’s periodic review of our portfolio, our Board of Directors determines that such action would be in our best interest.

Offering of securities in exchange for property. We may in the future issue shares of our Class A common stock in connection with acquisitions of other businesses. For issuances of shares in connection with acquisitions, our Board of Directors will determine the timing and size of the issuances. Our Board of Directors intends to use its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any such issuance, including its determination of whether the issuance is accretive to intrinsic value. Nonetheless, future issuances of additional shares could cause immediate and substantial dilution to the net tangible book value of shares of our Class A common stock issued and outstanding immediately before such transaction. In addition, we may have sellers roll over a portion of their equity holdings into an equity holding in the newly acquired business. In those situations, we may provide the seller with an option to put its holding to us and similarly, we may have an option to purchase the rollover equity stake. Any future decrease in the net tangible book value of such issued and outstanding shares could materially and adversely affect the market value of shares of our Class A common stock.

Share repurchase program. On ~~July~~November 2314, ~~2024~~2025, the Board approved and authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which we announced our intention to repurchase up to $2030 million of our 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 also establish “Rule 10b5-1 trading plans” for these share repurchases. The Share Repurchase Program went into effect on or about ~~August 15~~November 18, ~~2024~~ 2025 and will terminate on ~~September~~December 3031, ~~2025~~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 more than 25% of the average daily volume of its stock over the previous 20 trading days. During ~~fiscal~~the ~~2024~~year ending December 31, 2025, we repurchased ~~111~~444,~~323~~753 shares of our Class A common stock for a total cost of approximately $15,~~589~~800,~~322~~000.

Available Information

You can find more information about us at our website, www.bostonomaha.com. Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports are available free of charge through our website as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. The contents of our website are not deemed to be part of this Annual Report on Form 10-K or any of our other filings with the SEC.

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other information with the SEC. The SEC also maintains a website that contains these reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. The address of that site is https://www.sec.gov.

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Item 1A. Risk Factors.

An investment in shares of our common stock is highly speculative and involves a high degree of risk. You should carefully consider all of the risks discussed below, as well as the other information contained in this Annual Report. If any of the following risks or uncertainties actually occur, our business, financial condition, results of operations, cash flow and prospects could be materially adversely affected. Additional risks or uncertainties not currently known to us, or that we deem immaterial, may also have a material adverse effect on our business' financial condition, results of operations or prospects. We cannot assure you that any of the events discussed in the risk factors below will not occur. In that case, the market price of our Class A common stock could decline and you may lose all or a part of your investment.

Risks Related to the Company and Our Business

We have incurred losses from operations since inception and we anticipate that we will continue to incur losses for the foreseeable future.

We have incurred losses from operations in each year since 2015, when Magnolia and Boulderado purchased majority ownership in the company, sold the prior business and commenced new business activities. Our net loss from operations for the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024 was approximately $83.59 million and $8.95 million, respectively. We have funded our operations to date principally from the sale of securities. In addition, as we acquire other businesses, we incur ongoing depreciation and amortization charges, which are typically spread over a number of years, as well as the costs of completing such acquisitions, which are expensed as incurred. Our losses may also include our pro rata portion of losses incurred by Sky Harbour as we account for our investment in Sky Harbour under the equity method of accounting. For these reasons, we may continue to incur significant losses. These losses, among other things, have had and will continue to have an adverse effect on our stockholders’ equity and working capital and we cannot assure you that we will be able to be successful in implementing our business strategy.

Our failure to successfully identify and complete future acquisitions of assets or businesses could reduce future potential earnings, reduce available cash and slow our anticipated growth.

The acquisition of assets or businesses that we believe to be valuable to our business is an important component to our business strategy. We believe that a wide variety of acquisition opportunities may arise from time to time, and that any such acquisition could be significant. At any given time, discussions with one or more potential sellers may be at different stages, including negotiations following the execution of nonbinding letters of intent. However, any such discussions, including the execution of nonbinding letters of intent, may not result in the consummation of an acquisition transaction, and we may not be able to identify or complete any acquisitions. The costs and benefits of future acquisitions are uncertain. In addition, the market and industry reception to our acquisitions, or lack thereof, may not be positive, and is out of our control. We cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of our Class A common stock. If we identify appropriate acquisition targets, we may be unable to acquire businesses on terms that we consider acceptable due to a variety of factors, including competition from other strategic buyers or financial buyers, some of which may have more experience or more access to capital than we do.

Our business is capital intensive and any such transactions could involve the payment by us of a substantial amount of cash. We may need to raise additional capital through public or private debt or equity financings to execute our growth strategy and to fund acquisitions. Adequate sources of capital may not be available when needed on acceptable terms, or at all. If we raise additional capital by issuing additional equity securities, the position of existing stockholders may be diluted. Acquisitions could also result in us incurring additional debt and contingent liabilities and fluctuations in quarterly results and expenses. If our capital resources are insufficient at any time in the future, we may be unable to fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business.

Any future acquisitions could present a number of risks, including but not limited to the risk of using management time and resources to pursue acquisitions that are not successfully completed, the risk of incorrect assumptions regarding future results of acquired operations, and the risk of diversion of management’s attention from existing operations or other priorities. Future acquisitions can also be expected to generate additional depreciation and amortization charges which may contribute to losses. Acquisitions may never meet our expectations.

If we are unsuccessful in identifying and completing acquisitions of other operations or assets, our financial condition could be adversely affected and we may be unable to implement an important component of our business strategy successfully.

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We may have difficulty integrating the operations of companies or businesses that we may acquire and may incur substantial costs in connection therewith.

A significant component of our growth strategy is the acquisition of other operations. The process of integrating the operations of an acquired company may create unforeseen operating difficulties and expenditures. The key areas where we may face risks and uncertainties include:

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disruption of ongoing business, diversion of resources and of management time and focus from operating our business to acquisitions and integration challenges;

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our ability to achieve anticipated benefits of acquisitions by successfully marketing the service offerings of acquired businesses to our existing partners and customers, or by successfully marketing our existing service offerings to customers and partners of acquired businesses;

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the negative impact of acquisitions on our results of operations as a result of large one-time charges, substantial debt or liabilities acquired or incurred, litigation, amortization or write down of amounts related to deferred compensation, goodwill and other intangible assets, adverse tax consequences, substantial depreciation or deferred compensation charges;

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the inability to generate sufficient revenue to offset acquisition costs;

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the need to ensure that we comply with all regulatory requirements in connection with and following the completion of acquisitions;

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the possibility of acquiring unknown or unanticipated contingencies or liabilities;

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retaining employees and clients and otherwise preserving the value of the assets of the businesses we acquire;

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the need to integrate each acquired business’s accounting, information technology, human resource and other administrative systems to permit effective management; and

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the need to implement or remediate appropriate controls, procedures and policies at companies that, prior to the acquisition, lacked these controls, procedures and policies.

In order to achieve the growth we seek, we may acquire numerous smaller market participants, which could require significant attention from management and increase risks, costs and uncertainties associated with integration. The businesses and other assets we acquire in the future may not achieve sufficient revenue or profitability to justify our investment, and any difficulties we may encounter in the integration process could interfere with our operations and reduce operating margins. We may need to make substantial capital and operating expenditures which may negatively impact our results in the near term, and the acquisitions may never meet our expectations. We continuously evaluate each of our business units and subsets of these business units and may elect to sell all or a portion of a business segment as determined by our board of directors. If we elect to sell all or a portion of a business unit, the sale of the disposed unit may disrupt operations, cause key talent loss, or create difficulties in separating shared services, impacting the remaining business's financial performance. If we elect to sell all or a portion of a business unit, we may may fail to secure a buyer, fail to consummate the transaction, or face prolonged closing timelines due to delays in obtaining any required approvals by government agencies or our lenders. Divestitures can also result in reduced cash flow, unexpected tax consequences, or the need to write down goodwill associated with the disposed business unit.

Increased operating expenses associated with the expansion of our business may negatively impact our operating income.

Increased operating expenses associated with any expansion of our business may negatively impact our income as we, among other things:

●

seek to acquire related businesses or expand the products being offered;

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expand geographically;

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make significant capital expenditures to support our ability to provide services in our existing businesses;

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incur significant depreciation and amortization charges in connection with acquired businesses; and

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incur increased general and administrative expenses as we grow.

As a result of these factors, we may not achieve, sustain, or increase our profitability on an ongoing basis.

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We could suffer losses due to asset impairment charges for goodwill and other intangible assets.

In addition to our review for possible impairment charges to securities we hold, we annually test goodwill for impairment and did so as of October 1, ~~2024~~2025. Based on our review at October 1, ~~2024~~2025, no impairment charge was required. We continue to assess whether factors or indicators become apparent that would require an interim impairment test between our annual impairment test dates. For example, if our market capitalization is below our equity book value for a period of time without recovery, we believe there is a strong presumption that would indicate a triggering event has occurred and it is more likely than not that the fair value of one or more of our reporting units are below their carrying amount. This would require us to test the reporting units for impairment of goodwill. If this presumption cannot be overcome a reporting unit could be impaired under ASC 350, Goodwill and Other Intangible Assets and a non-cash charge would be required. Any such charge could have a material adverse effect on the Company’s financial condition and results of operations.

We may raise additional equity capital through additional public or private placements, and issue equity securities under our 2022 Long-Term Incentive Plan, any of which could substantially dilute your investment.

If we sell shares or other equity securities in one or more other transactions, or issue stock, stock options or other securities pursuant to our current 2022 Long-Term Incentive Plan (the "2022 Incentive Plan"), investors may be materially diluted by such subsequent issuances. WeAlthough our plan is to not raise additional funding in the near-term through the sale of our securities, we may need significant additional capital in the future to continue our planned acquisitions. No assurance can be given that we will be able to obtain such funds upon favorable terms and conditions, if at all. Failure to do so could have a material adverse effect on our business. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell Class A common stock, convertible securities or other equity or convertible securities in one or more transactions that may include voting rights (including the right to vote as a series on particular matters), preferences as to dividends and liquidation, antidilution, and conversion and redemption rights, subject to applicable law, and at prices and in a manner we determine from time to time. Such issuances and the exercise of any convertible securities will dilute the percentage ownership of our stockholders and may affect the value of our capital stock and could adversely affect the rights of the holders of such stock, thereby reducing the value of such stock. Moreover, any exercise of convertible securities may adversely affect the terms upon which we will be able to obtain additional equity capital, since the holders of such convertible securities can be expected to exercise them at a time when we would, in all likelihood, not be able to obtain any needed capital on terms more favorable to us than those provided in such convertible securities.

WeOur ~~may~~2022 Incentive ~~also~~Plan allows ~~raise~~us ~~additional~~to ~~capital~~issue ~~pursuant~~up to ~~our~~a total ~~2022~~of ~~Shelf~~1,575,000 shares ~~Registration~~of ~~Statement~~Class ~~which~~A ~~allows~~common usstock to(as ~~sell~~defined upunder tothe ~~$500~~Plan). In addition,~~000,000~~ inthe ~~equity~~maximum ~~securities in~~number ~~public~~of orshares ~~private~~of ~~placements~~Class ~~based~~A oncommon ~~our~~stock ~~capital~~that ~~needs.~~may Inbe ~~December~~delivered ~~2022,~~in wesatisfaction ~~established~~of anawards will ~~"at~~automatically ~~the~~increase, ~~market"~~on ~~offering~~February ~~program~~1st ~~with~~of ~~Wells~~each ~~Fargo~~calendar ~~Securities~~year, asfor ~~sales~~a ~~agent~~period ~~which~~ending ~~allows~~on us(and toincluding) ~~sell~~February 1, up2032 ~~to $100~~(each,~~000,000~~ an “Evergreen Date”) in ~~our~~an ~~Class~~amount Asuch ~~common~~that ~~stock~~both (the ~~"ATM~~total ~~Program").~~number ~~Since~~of ~~the~~shares ~~signing~~ of stock available and previously issued under the 2022 ~~Sales~~Incentive ~~Agreement,~~Plan weshall ~~sold~~equal ~~7,887~~five ~~shares~~percent of(5%) ~~Class~~or Asuch ~~common~~lesser ~~stock~~amount ~~for~~outstanding ~~gross~~as ~~proceeds~~may be determined by our Board of ~~approximately~~Directors ~~$205,000 in~~on the December 31st ~~2022~~immediately ~~and~~preceding ~~1,532,065~~the applicable Evergreen Date. The number of shares of ~~our~~stock ~~Class~~will Aalso ~~common~~be adjusted for any stock ~~for~~dividend, ~~gross~~stock ~~sale~~split ~~proceeds~~or combination of ~~approximately~~shares ~~$37.5 million~~(including ~~during~~a ~~fiscal~~reverse ~~2023. We~~stock ~~did~~split), ~~not~~recapitalization ~~sell~~or other change in our capital structure, plus any shares ofthat ~~our~~are ~~Class~~subject Ato ~~common~~awards ~~stock~~that ~~during~~expire ~~fiscal~~or ~~2024.~~are ~~Our~~terminated ~~2022~~or ~~Shelf~~cancelled ~~Registration~~without ~~Statement~~the ~~expires~~delivery inof ~~May~~shares. ~~2025~~To ~~and~~date, we ~~intend~~have toissued ~~replace~~175,559 shares itof ~~with~~our aClass ~~new~~A ~~shelf~~common ~~registration~~stock ~~statement~~under the 2022 Incentive Plan.

~~Our~~We ~~2022 Incentive~~may ~~Plan allows~~in usthe tofuture ~~issue~~file upa tonew ~~a total~~shelf ofregistration ~~1,575,000 shares~~statement ofwhich ~~Class~~would Aallow ~~common~~us, ~~stock~~from ~~(as~~time ~~defined~~to ~~under~~time, ~~the~~in ~~Plan). In~~one ~~addition,~~or ~~the~~more ~~maximum~~offerings, ~~number~~to ofoffer ~~shares~~and ofsell Class A common stock ~~that~~or ~~may~~preferred bestock, ~~delivered~~various inseries ~~satisfaction~~ of ~~awards will~~debt ~~automatically~~securities ~~increase,~~and/or onwarrants. ~~February~~We ~~1st~~or ofany ~~each~~selling ~~calendar~~security ~~year,~~holders ~~for~~may aoffer ~~period~~these ~~ending~~securities onfrom ~~(and~~time ~~including)~~to ~~February 1,~~time ~~2032~~in ~~(each~~amounts, anat ~~“Evergreen~~prices ~~Date”)~~and inon anterms ~~amount~~determined ~~such~~at ~~that~~the ~~both~~time of the ~~total~~offering. ~~number~~We ofmay ~~shares~~sell ofthese ~~stock~~securities ~~available~~to ~~and~~or ~~previously~~through ~~issued~~one ~~under~~or ~~the~~more ~~2022~~underwriters, ~~Incentive~~dealers ~~Plan~~or ~~shall~~agents, ~~equal~~or ~~five~~directly ~~percent~~to ~~(5%)~~purchasers oron ~~such~~a ~~lesser~~delayed ~~amount~~or ~~outstanding~~continuous asbasis. ~~may~~Unless beotherwise ~~determined~~set byforth ~~our~~in ~~Board~~an ofapplicable ~~Directors~~prospectus onsupplement, ~~the~~we ~~December 31st~~intend ~~immediately~~to ~~preceding~~use the ~~applicable~~net ~~Evergreen~~proceeds ~~Date.~~from ~~The~~the ~~number~~sale of ~~shares~~the ofsecurities ~~stock~~that ~~will~~we ~~also~~may ~~be adjusted~~offer for ~~any~~general ~~stock~~corporate ~~dividend~~purposes, ~~stock split or combination of shares (~~including, abut ~~reverse~~not ~~stock~~limited ~~split)~~to, ~~recapitalization~~financing orour ~~other~~existing ~~change~~businesses inand ~~our capital structure~~operations, ~~plus~~and ~~any~~expanding ~~shares~~our ~~that~~businesses ~~are~~and ~~subject~~operations tothrough ~~awards~~additional ~~that~~hires, ~~expire~~strategic oralliances, ~~are~~and ~~terminated~~acquisitions. orUnless ~~cancelled~~otherwise ~~without~~set ~~the~~forth ~~delivery~~in ofa ~~shares.~~prospectus ~~To date~~supplement, we ~~have~~will ~~issued~~not ~~142,134 shares~~receive ofany ~~our~~proceeds ~~Class~~from Athe ~~common~~sale ~~stock~~of ~~under~~securities ~~the~~by ~~2022~~any ~~Incentive~~selling ~~Plan~~stockholders.

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We may incur potential future impairment charges for holdings in Sky Harbour Group Corporation Class A common stock and other investments and potential volatility in earnings due to our investments in Sky Harbour Group Corporation and other public securities.

The value of the Class A common stock and warrants we hold in Sky Harbour Group Corporation (NYSE:SKYH), which we refer to as Sky Harbour, through our subsidiaries is subject to the volatility of the market price of Sky Harbour’s Class A common stock. This volatility subjects our financial statements to volatility. The market price of Sky Harbour’s Class A common stock has experienced significant volatility since it commenced trading on January 26, 2022, and that volatility may continue in the future and may also be subject to wide fluctuations in response to many factors, including factors beyond the control of Sky Harbour. These factors include, but are not limited to:

●

actual or anticipated fluctuations in Sky Harbour's reported results of operations or financial position, including a significant impairment of goodwill, intangible assets, or other long lived assets;

●

recommendations and reports by securities analysts;

●

Sky Harbour's ability to timely complete the construction of its various airport hangar developments at originally projected costs and its ability to successfully lease these facilities at profitable rental rates;

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Sky Harbour’s ability to continue to access capital and debt on commercially reasonable terms;

●

changes in the performance or market valuations of companies in Sky Harbour's industry;

●

addition or departure of Sky Harbour's executive officers or other key personnel;

●

speculative trading activity by certain investors;

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the impact of inflation and any possible recession on Sky Harbour's operations, revenues, and ability to access financial markets as well as on the private jet hangar industry generally;

●

fluctuations in the costs of construction, maintenance, and other materials and services;

●

news reports relating to trends, concerns, economic or competitive developments, regulatory changes and other related issues in Sky Harbour’s industry or target markets; and

●

announcement of developments and material events by Sky Harbour or its competitors.

We currently account for our investment in Sky Harbour Class A common stock under the equity method. We have evaluated our investment in Sky Harbour as of December 31, ~~2024~~2025, and determined that there was not an other-than-temporary impairment. Our conclusion was based on several contributing factors, including: (i) our assessment that the underlying business and financial condition of Sky Harbour is favorable, (ii) Sky Harbour's stock price trading above our carrying value for an extended period of time, and (iii) our ability and intent to hold the investment. We will continue to review our investment in Sky Harbour for an other-than-temporary impairment on a quarterly basis or upon the occurrence of certain events.

If Sky Harbour's stock price drops below our carrying value of $56.8036 per share for a sustained period of time, it will likely result in an impairment of our investment. As of December 31, ~~2024~~2025, the closing price of Sky Harbour Class A common stock was $118.9397 per share and we held 1211,~~401~~671,~~589~~ 494 shares of Sky Harbour Class A common stock and warrants to purchase 7,719,779 shares of Class A common Stock at a price of $11.50 per share. There may also be a future impairment of our investment if our expectations about Sky Harbour's prospective results of operations and cash flows decline, which could be influenced by a variety of factors including adverse market conditions. As a result, we could incur a material impairment charge at any time in the future if we deem our investment to be impaired. Generally accepted accounting principles require us to include the unrealized changes in market prices of investments in public equity securities in our reported earnings. Due to the size of our percentage ownership interest in Sky Harbour's Class A common stock and our right to elect one of the seven members of Sky Harbour's Board of Directors, our investment is recorded under the equity method and we do not include any unrealized gains or losses related to the change in Sky Harbour's stock price in our reported earnings. In the future, if we are deemed to no longer have significant influence, we may no longer be able to record our investment under the equity method and will be required to include any unrealized gains or losses related to the change in Sky Harbour's stock price in our reported earnings. Such mark to market accounting could result in significant volatility in our earnings based on changes in Sky Harbour's public stock price. While we intend to hold our Sky Harbour Class A common stock for the long term, we may in the future choose to sell all or a portion of our holdings for a variety of reasons resulting in realized losses or gains.

Generally accepted accounting principles require us to include the unrealized changes in market prices of investments in public equity securities in our reported earnings. Due to the size of our percentage ownership interest in Sky Harbour's Class A common stock and our right to elect one of the seven members of Sky Harbour's Board of Directors, our investment is recorded under the equity method and we do not include any unrealized gains or losses related to the change in Sky Harbour's stock price in our reported earnings. In the future, if we are deemed to no longer have significant influence, we may no longer be able to record our investment under the equity method and will be required to include any unrealized gains or losses related to the change in Sky Harbour's stock price in our reported earnings. Such mark to market accounting could result in significant volatility in our earnings based on changes in Sky Harbour's public stock price. Also, while we intend to hold our Sky Harbour Class A common stock for the long term, we have sold a small percentage of our Sky Harbour Class A common stock in 2024 and 2025 and may elect to sell all or a portion of our holdings for a variety of reasons resulting in realized losses or gains.

Similarly, losses in investments in other securities we currently own or which we may acquire in the future could also materially adversely impact our operating results and our stockholders’ equity.

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Our significant equity ownership in Sky Harbour Group Corporation's Class A common stock and warrants may make it difficult for us to resell a significant portion of our Sky Harbour Group Corporation securities in a short period of time.

In 2020, we acted as the sponsor for the initial public offering of Yellowstone, a special purpose acquisition company ("SPAC"). As sponsor, we purchased approximately 3,300,000 shares of Yellowstone Class B common stock at a cost of $25,000 and private placement warrants at a cost of approximately $7.8 million. Between August 1, 2021 and January, 2022, we invested an additional $100 million in purchasing additional securities of Sky Harbour. The first financing in August 2021, in which we acquired 5,500,000 units of Sky Harbour LLC Class B Preferred Units allowed Sky Harbour LLC to consummate a private activity bond financing raising $160 million in proceeds in September 2021. Also, upon the closing of the Sky Harbour business combination in January 2022, we purchased an additional 4,500,000 shares of Class A common stock. Upon the closing of the Sky Harbour business combination, our Class B Preferred Units and Class B common stock converted to Class A common stock of Sky Harbour and our private placement warrants are now exercisable to purchase 7,719,779 shares of Class A common stock of Sky Harbour. Each Sky Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment, with each Sky Warrant being exercisable and non-redeemable. Subsequent to the closing of the Sky Harbour business combination, we distributed 75,000 shares of Sky Class A common stock to the outside directors of Yellowstone and 206,250 shares of Sky Class A common stock to an investor in the Yellowstone IPO. To date, we have invested a total of $107.8 million in Sky Harbour. All the shares of Sky Harbour Class A common stock and Sky Harbour Warrants to purchase Class A common stock that we hold have been registered under the Securities Act. ~~In 2024 and early 2025, we have sold in the open market or otherwise transferred a total of 907,577 shares of Sky Harbour Class A stock.~~ Due to the current trading volume of Sky Harbour Class A common stock, we anticipate that it would be difficult to sell any significant amount of our Sky Harbour Class A common stock and Warrants at the present time and for the foreseeable future. As of March 27, ~~2025~~2026, we and our UCS subsidiary collectively owned 1211,~~210~~671,~~897~~494 shares of Sky Harbour Class A common stock and 7,719,~~799~~779 warrants to purchase Sky Harbour Class A common stock.

Our investments in Sky Harbour Group Corporation's Class A common stock and Sky Warrants and other publicly traded and privately-held securities involve a substantial degree of risk.

In addition to our ~~investments in privately-held companies and our~~ investment in ~~the~~ Sky Harbour Class A common stock and ~~Sky Warrants~~warrants, we ~~may~~have ~~purchase~~in ~~publicly~~the ~~traded~~past ~~common~~and ~~stock~~may ~~and~~continue to hold investments in other ~~equity~~public company securities, ~~including~~and ~~warrants~~securities ~~and~~in ~~corporate~~privately-held ~~bonds~~companies. Although equity securities have historically generated higher average total returns than fixed-income securities over the long term, equity securities have also generally experienced significantly more volatility in those returns. The publicly traded securities we acquire may fail to appreciate and may decline in value or become worthless. Investments in equity securities involve a number of significant risks, including the risk of further dilution as a result of additional issuances, inability to access additional capital and failure to pay current distributions. Investments in preferred securities and corporate bonds involve special risks, such as the risk of deferred distributions, credit risk, illiquidity, changes in value based upon interest rates changes and other macroeconomic factors, and limited voting rights. Under generally accepted accounting principles, we may be required to reflect the value of our securities in publicly-traded companies at their current market value as of the end of each fiscal quarter. As a result, this mark-to-market accounting can change values for these types of securities on our balance sheet as market conditions change. Mark-to-market accounting can become volatile if market prices fluctuate greatly and changes in the fair value of investments could significantly impact our reported results.

We run the risk of inadvertently being deemed an investment company required to register under the Investment Company Act of 1940.

We run the risk of inadvertently being deemed an investment company required to register under the Investment Company Act of 1940 (the “Investment Company Act”) because a significant portion of our assets consists of investments in companies in which we own less than a majority interest. Although we do not currently hold investments at a value that would cause us to register under the Investment Company act, we could become subject to registration due to events beyond our control, such as significant appreciation or depreciation in the market value of certain of our publicly traded holdings, such as our interest in Sky Harbour, and adverse developments with respect to our ownership of certain of our subsidiaries, transactions involving the sale of certain assets and our participation in any partnership or other fund established to finance future broadband and real estate projects in which we may engage. If we are deemed to be an inadvertent investment company, we may seek to rely on a safe-harbor under the Investment Company Act that would provide us a one-year grace period to take steps to avoid being deemed to be an investment company. In order to ensure we avoid being deemed an investment company, we have taken, and may need to continue to take, steps to reduce the percentage of our assets that constitute investment assets under the Investment Company Act. These steps have included, among others, selling marketable securities that we might otherwise have held for the long-term and deploying our cash in non-investment assets. We have recently sold marketable securities, including at times at a loss, and we may be forced to sell our investment assets at unattractive prices or to sell assets that we otherwise believe benefit our business in the future to remain below the requisite threshold. We may also seek to acquire additional non-investment assets to maintain compliance with the Investment Company Act, and we may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to our business. Any of these actions could have a material adverse effect on our results of operations and financial condition. Moreover, we can make no assurance that we would successfully be able to take the necessary steps to avoid being deemed to be an investment company in accordance with the safe-harbor. If we were unsuccessful, then we would have to register as an investment company, and we would be unable to operate our business in its current form. We would be subject to extensive, restrictive, and potentially adverse statutory provisions and regulations relating to, among other things, operating methods, management, capital structure, indebtedness, dividends, and transactions with affiliates. If we were deemed to be an investment company and did not register as an investment company when required to do so, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, that we would be unable to enforce contracts with third parties, and/or that third parties could seek to obtain rescission of transactions with us undertaken during the period in which we were an unregistered investment company.

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The existing and future indebtedness incurred by our billboard and broadband businesses may adversely affect our ability to obtain additional funds and may increase our vulnerability to economic or business downturns. Failure to comply with the terms of the indebtedness could result in a default by our billboard or broadband business that could have material adverse consequences for us.

Link entered into a credit agreement in August 2019 with a commercial bank which provides Link and its subsidiaries the opportunity to borrow through a combination of long-term debt and a line of credit. Link's current borrowings under the bank credit facility as of December 31, ~~2024~~2025 totaled approximately $3634,~~123~~800,~~138~~000, of which $9,~~600~~100,000 is related to its revolving line of credit. The ~~revolving~~remaining ~~line~~balance of ~~credit~~the isterm loan becomes due and payable in ~~2026~~2028 and the ~~remaining~~revolving ~~balance~~line of ~~the~~credit ~~term~~is ~~loan becomes~~ due ~~and payable~~ in ~~2028~~2029. In September 2024, three operating subsidiaries of BOB entered into a credit agreement with the same commercial bank under which certain subsidiaries of BOB can borrow up to $20,000,000 in the aggregate in term loans. BOB's current borrowings under the bank credit facility as of December 31, ~~2024~~2025 totaled ~~$3,441,666~~approximately ~~and we borrowed an additional~~ $314,~~500~~000,000 ~~under this credit facility in January 2025~~. In addition, Link and BOB may incur additional indebtedness in the future. Accordingly, Link and BOB are subject to the risks associated with significant indebtedness, including:

●

Link and BOB must dedicate a portion of their cash flows from operations to pay principal and interest and, as a result, it may have less funds available for operations and other purposes;

●

Link and BOB may find it more difficult and expensive to obtain additional funds through financings, if available at all;

●

if Link or BOB defaults under their credit facilities, including failing to pay the outstanding principal when due, and if the lender demands payment of a portion or all the indebtedness, they may not have sufficient funds to make such payments;

●

if Link or BOB are unable to refinance indebtedness due to business and market factors, including disruptions in the capital and credit markets, lenders deem the estimated cash flows and assets to be insufficient, and other adverse financial, competitive, business and other factors, including factors beyond Link's and BOB's control;

●

if refinanced, the terms of a refinancing may not be as favorable as the original terms of the related indebtedness; and

●

BOB's debt and Link's line of credit are subject to changes in interest rates.

The occurrence of any of these events could materially adversely affect Link or BOB, which would adversely affect our results of operations and financial condition and adversely affect our stock price.

Furthermore, a failure to comply with the obligations contained in the loan agreements governing Link's indebtedness and BOB's indebtedness could result in an event of default under such agreements which could result in an acceleration of debt under other instruments evidencing indebtedness that contains cross-acceleration or cross-default provisions. If Link's indebtedness or BOB's indebtedness were to be accelerated, there can be no assurance that their future cash flow or assets would be sufficient to repay in full such indebtedness.

We may in the future rely in part on Link and BOB to provide us with the funds necessary to make distributions to us to meet our financial obligations. The leverage on Link's assets and BOB's assets may affect the funds available to us if the terms of the debt restrict the ability of Link and BOB to make distributions to us. In addition, Link and BOB will generally have to service their debt obligations before making distributions to us or any of our other subsidiaries and any such distributions may require the consent of the lender. Leverage may also result in a requirement for liquidity, which may force the sale of assets at times of low demand and/or prices for such assets.

We may also incur indebtedness under future credit facilities.

If we are unable to refinance our indebtedness on acceptable terms, or at all, we may need to dispose of one or more of our properties or other assets under disadvantageous terms. In addition, prevailing interest rates or other factors at the time of refinancing could increase our interest expense, and if we grant a security interest in any of our properties, or the properties of our subsidiaries to secure payment of indebtedness and are unable to make loan payments, the lender could foreclose upon such property.

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Restrictive covenants in Link's indebtedness and BOB's indebtedness may limit management’s discretion with respect to certain business matters.

Instruments governing Link's indebtedness and BOB's indebtedness contain restrictive covenants limiting Link's and BOB's discretion with respect to certain business matters. These covenants could place significant restrictions on, among other things, their ability to create liens or other encumbrances, to make distributions to us or make certain other payments, investments, loans and guarantees, and to sell or otherwise dispose of assets and merge or consolidate with another entity. Covenants also require Link and BOB to meet certain financial ratios and financial condition tests. A failure to comply with any such covenants could result in a default which, if not cured or waived, could permit acceleration of the relevant indebtedness.

If we are unable to manage our interest rate risk effectively, our cash flows and operating results may suffer.

Advances under Link's $15 million revolving line of credit and BOB's credit facility bear interest at a variable rate. Also, we may be required to refinance our debt at higher rates. Accordingly, increases in interest rates above that which we anticipate based upon historical trends would adversely affect our cash flows and we may not be able to hedge such exposure effectively, if at all.

We may raise additional capital pursuant to debt financing, and such debt financing arrangements may contain covenants, which, if not complied with, could have a material adverse effect on our financial condition.

Other than the bank borrowings to Link and BOB, to date we have not had a significant debt financing. However, as our operations grow and we achieve certain levels of revenue and cash flows, we may consider utilizing debt to finance additional acquisitions and our operations. Subject to market conditions and availability, we, or our subsidiaries, may incur significant debt through credit facilities (including term loans and/or revolving facilities), structured financing arrangements, public and private debt issuances or otherwise. Future debt financing arrangements may contain various covenants, including restrictive covenants, which, if not complied with, could have a material adverse effect on our ability to meet our debt obligations and our overall financial condition. Additionally, future debt financing arrangements may be at the subsidiary level, but could include a guaranty by us, and could require a pledge of all or substantially all of our, and/or our subsidiaries’ assets.

The amount of leverage we use will vary depending on our available acquisition and investment opportunities, our available capital, our ability to obtain and access financing arrangements with lenders, and the lenders’ and our estimates of the stability of our operating cash flows. Our governing documents contain no limit on the amount of debt we may incur, and we may significantly increase the amount of leverage we utilize at any time without approval of our shareholders. The amount of leverage on individual assets may vary, with leverage on some assets substantially higher than others, including at the subsidiary level. Leverage can enhance our potential returns but can also exacerbate our losses.

Incurring additional substantial debt could subject us to many risks that, if realized, would materially and adversely affect us, including the risk that:

●

our cash flow from operations may be insufficient to make required payments of principal and interest on the debt or we may fail to comply with covenants contained in our debt instruments, which would likely result in (a) acceleration of such debt (and any other debt arrangements containing a cross default or cross acceleration provision) that we may be unable to repay from internal funds, unable to refinance on favorable terms, or unable to repay at all, (b) our inability to borrow additional amounts under other facilities, even if we are current in payments on borrowings under those arrangements and/or (c) the loss of some or all of our assets to foreclosures or forced sales;

●

our debt may increase our vulnerability to adverse economic, market and industry conditions;

●

we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, distributions to our shareholders or other purposes; and

●

we may not be able to refinance maturing debts.

We cannot be sure that our leverage strategies will be successful.

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We may be unable to access capital.

Our access to capital depends on a number of factors, some of which we have little or no control over, including:

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general economic, market or industry conditions;

●

the market’s view of the quality of our assets;

●

the market’s perception of our growth potential;

●

our current and potential future earnings and distributions to our shareholders; and

●

the value of our securities.

We may have to rely on additional equity issuances, which may be dilutive to our shareholders, or on costly debt financings that require a large portion of our cash flow from operations, thereby reducing funds available for our operations, future business opportunities, distributions to our shareholders or other purposes. We cannot be sure that we will have access to such equity or debt capital on favorable terms at the desired times, or at all, which could negatively affect our financial condition and results of operations.

We face intense competition, including competition from companies with significantly greater resources than us, and if we are unable to compete effectively with these companies, our market share may decline and our business could be harmed.

Outdoor Billboard Advertising. The outdoor billboard industry is highly competitive. There is a concentration in the ownership of billboards in the geographic markets in which we compete and significantly larger companies, such as Clear Channel Outdoor, Outfront Media, and Lamar Advertising Company, own the majority of the out-of-home advertising billboards. Such competition may make it difficult to maintain or increase our current advertising revenues. In addition to competing for advertising revenue with other outdoor advertising businesses, the outdoor advertising market faces competition from other media, including radio, internet based services, print media, television, direct mail, satellite services, and other mobile devices. Our competitors may develop technology, services, or advertising media that are equal or superior to those we provide or that achieve greater market acceptance and brand recognition than we achieve. Also, new competitors may emerge and rapidly acquire significant market share in any of our business segments. Additionally, increased competition for advertising dollars may lead to lower advertising rates if we are to retain customers or may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match.

Surety Insurance. Our insurance business operates in an environment that is highly competitive and very fragmented. We will likely compete with other global insurance and reinsurance providers, including but not limited to Travelers, Liberty Mutual, Zurich Insurance Group, Lloyds, and CNA Insurance Group, as well as numerous specialist, regional and local firms in almost every area of our surety business. Further, new competitors may regularly enter the market. In addition to UCS, we also operate a nationwide surety insurance brokerage firm, and the surety insurance brokerage industry has relatively low barriers to entry. We may experience significant competition and our competitors may have greater financial, marketing and human resources than us.

Broadband Services. Our broadband services compete with other technologies, including traditional cable services as well as satellite services. These markets are highly competitive, and many traditional providers of cable and wireless services have greater financial, marketing, and human resources than us and may be able to offer additional products and services to our customers. In addition, new technologies may be developed which would provide an alternative to our fiber-to-the-home services we currently provide. As we seek to expand our broadband services, we may face incumbent service providers which would be able to retain a significant customer base in the communities in which we may seek to enter, making it difficult to achieve a share of the market needed to provide our services profitably.

Any additional industries or markets that we may enter, whether through future acquisitions or development of a new business line, will also likely be occupied by established competitors. Many of our current competitors have substantially greater financial, marketing, product development, and human resources than we do. Accordingly, even if there is a large market for our products and services in the industries in which we compete, there can be no assurance that our products and services will be purchased by consumers at a rate sufficient for us to achieve our growth objectives.

Our management recognizes that we will, therefore, be forced to compete primarily on the basis of price, location, performance, service, and other factors. Our management believes that our ability to achieve sustained profitability will depend primarily on our ability to consummate acquisitions of assets and businesses in competitive markets, skillfully allocate capital and manage our businesses, and establish competitive advantages in each of our businesses. This approach requires that our management perform at a high level and is fraught with risks, many of which are beyond our control or ability to foresee.

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Adverse economic conditions could negatively affect our results of operations and financial condition.

Our results of operations are sensitive to changes in overall economic conditions that impact consumer and commercial spending, including discretionary spending and the financial impact to consumers and businesses from inflation. Future economic conditions such as employment levels, business conditions, interest rates and tax rates could reduce our revenues. A general reduction in the level of business activity could adversely affect our financial condition and/or results of operations. Future changes in government regulation and funding could also directly or indirectly adversely impact our businesses.

A continued deterioration in general economic conditions may harm our business, results of operations, cash flows, and financial position. General global and domestic economic conditions directly affect the levels of demand and production of consumer goods, levels of employment, the availability and cost of credit, and ultimately, the demand for our billboard, surety insurance, and broadband products and services and the profitability of our business. ~~The~~Over the past several years, the U.S. economy has experienced ~~persistent~~ inflation, and we have experienced, and may continue to experience, cost inflation across our business lines. Inflation has resulted in, and may continue to result in, higher costs, which we may not be able to recover through higher prices charged to our customers or otherwise. Interest rates have increased, which may result in lower consumer demand and higher borrowing costs, and may cause general economic conditions to deteriorate and could impact our cost of borrowing. Also, reduced government spending could impact our operating businesses and result in the loss of programs which may benefit our businesses, such as programs to encourage development of broadband services in underserved areas. Decreases in the value of equity securities our UCS subsidiary owns could require us to provide additional capital to UCS to maintain its level of business under regulatory requirements. Increases in tariffs could adversely impact the costs of materials and our ability to obtain such materials. If global economic conditions continue to deteriorate, economies could experience a recession, which may result in higher unemployment rates, lower disposable income, lower consumer spending, and lower Company earnings and investment. These factors may result in continued lower demand for our products and services and negatively affect our business, results of operations, and cash flows.

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Climate change, severe weather, natural disasters, public health emergencies and other external events could significantly impact our business.

Severe weather events cannot be predicted and may be exacerbated by global climate change, natural disasters, including hurricanes, flooding and earthquakes, acts of terrorism and other adverse external events. There is continuing uncertainty over what impact these events could have on our surety insurance bond business if claims are made against these bonds due to our customers' inability to meet their contractual obligations due to delays caused by any serious health or other natural disaster. Significant storm damage may impact our transmission capabilities for our broadband services and significant damage could result in a loss of service for an extended period of time. Severe weather and natural disasters could affect travel and transportation which could impact the manner of advertising consumption, and severe weather and natural disasters could impact the structural integrity of our billboards. Similarly, a public health emergency, such as the COVID-19 pandemic, could have an adverse effect on customer demand and our ability to meet such demand. The occurrence of any such event could have a material adverse effect on our business, financial condition and results of operations. The insurance we maintain against disasters may not be adequate to cover our losses in any particular case, which could require us to expend significant resources to replace any destroyed assets and materially and adversely affect our financial condition, results of operations and business prospects.

We may be unable to employ a sufficient number of key employees and other experienced or qualified workers.

The delivery of our services and products requires sales, operations, financial, and underwriting professionals and other personnel with substantial work experience in our lines of business. Workers may choose to pursue employment with our competitors or in fields that offer a more desirable work environment. Our ability to be productive and profitable will depend upon our ability to employ and retain workers with certain backgrounds and experience, such as experienced sales professionals, workers with substantial experience in insurance underwriting, risk and financial analysis, and individuals with broadband operations experience. In addition, our ability to further expand our operations according to geographic demand for our services depends in part on our ability to relocate or increase the size of our qualified and experienced labor force. The demand for experienced workers in our areas of operations can be high, the supply may be limited and we may be unable to relocate our employees from areas of lower utilization to areas of higher demand. A significant increase in the wages paid by competing employers could result in a reduction of our workers with required experience, increases in the wage rates that we must pay, or both. Further, a significant decrease in the wages paid by us or our competitors as a result of reduced industry demand could result in a reduction of the available pool of qualified and experienced individuals, and there is no assurance that the availability of such qualified and experienced labor will improve following a subsequent increase in demand for our services or an increase in wage rates. If any of these events were to occur, our capacity and profitability could be diminished and our growth potential could be impaired.

We are heavily reliant upon our executive management team.

We depend heavily on the efforts and services of our executive officers and other members of our management team to manage our operations, including our Chief Executive Officer and our Chief Financial Officer and the senior management of our operating subsidiaries. The unexpected loss or unavailability of key members of management may have a material adverse effect on our business, financial condition, results of operations, or prospects. Although our Chief Executive Officer devotes most of his business time to us and is highly active in our management, he expends part of his time on other business ventures. Among other commitments, our Chief Executive Officer is a managing member of separate investment management entities and is not obligated to devote any specific number of hours to our affairs. This key employee may not be able to dedicate adequate time to our businesses and operations, and we could experience an adverse effect on our operations due to the demands placed on our management team by his other professional obligations.

~~Our executive officers and directors may experience a conflict of interest between their duties to us and to affiliated parties.~~ 21

Our Chief Executive Officer, Adam K. Peterson, is a managing member of separate investment management entities that collectively own 18.1% of our Class A common stock and all of our Class B common stock. While we have deemed that the outside business endeavors of our management team do not currently constitute a conflict of interest, it is possible that a conflict of interest could arise between the performance of our executive management team and their roles as managing members of entities which together own a majority of our outstanding capital stock. These conflicts may not be resolved in our favor. Such conflicts of interest could have a material adverse effect on our business and operations. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors. We have the authority to engage various contracting parties, which may be affiliates of ours or of our directors. As such, our directors may have a conflict of interest between their fiduciary duties to manage the business for our benefit and that of our stockholders and their direct and indirect affiliates’ interests in establishing and maintaining relationships with us and in obtaining compensation for services rendered to us. With respect to such affiliates, there may be an absence of arms’ length negotiations with respect to the terms, conditions and consideration with respect to goods and services provided to or by us. Brendan J. Keating is also the Manager of Logic, 24th Street and Local Asset Management, LLC. Adam K. Peterson, Brendan J. Keating and Jeffrey C. Royal (where Mr. Royal has recently been appointed as Chief Executive Officer) all serve as members of the board of directors of Old Market Capital Corporation and Adam K. Peterson and David Graff serve as members of the board of directors of Nelnet, Inc.

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Our executive officers and directors may experience a conflict of interest between their duties to us and to affiliated parties.

Our Chief Executive Officer, Adam K. Peterson, is a managing member of separate investment management entities that collectively own 18.6% of our Class A common stock and all of our Class B common stock. While we have deemed that the outside business endeavors of our management team do not currently constitute a conflict of interest, it is possible that a conflict of interest could arise between the performance of our executive management team and their roles as managing members of entities which together own a majority of our outstanding capital stock. These conflicts may not be resolved in our favor. Such conflicts of interest could have a material adverse effect on our business and operations. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors. We have the authority to engage various contracting parties, which may be affiliates of ours or of our directors. As such, our directors may have a conflict of interest between their fiduciary duties to manage the business for our benefit and that of our stockholders and their direct and indirect affiliates’ interests in establishing and maintaining relationships with us and in obtaining compensation for services rendered to us. With respect to such affiliates, there may be an absence of arms’ length negotiations with respect to the terms, conditions and consideration with respect to goods and services provided to or by us. Brendan J. Keating is also the Manager of Logic, 24th Street and Local Asset Management, LLC. Adam K. Peterson, Brendan J. Keating and Jeffrey C. Royal (where Mr. Royal has recently been appointed as Chief Executive Officer) all serve as members of the board of directors of Old Market Capital Corporation and Adam K. Peterson and David Graff serve as members of the board of directors of Nelnet, Inc.

Disruptions to our information technology systems and any cybersecurity breaches could disrupt our business operations and have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows.

The operation of our business depends on our information technology systems. We rely on our information technology systems to effectively manage, among other things, our business data, communications, supply chain, inventory management, customer order entry and order fulfillment, processing transactions, summarizing and reporting results of operations, human resources benefits and payroll management, compliance with regulatory, legal and tax requirements, and other processes and data necessary to manage our business. Disruptions to our information technology systems, including any disruptions to our current systems and/or as a result of transitioning to additional or replacement information technology systems, as the case may be, could disrupt our business and could result in, among other things, transaction errors, processing inefficiencies, loss of data and the loss of sales and customers, which could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including, without limitation, fire, natural disasters, power outages, systems disruptions, system conversions, security breaches, cyberattacks, phishing attacks, viruses and/or human error. In any such event, we could be required to make a significant investment to fix or replace our information technology systems, and we could experience interruptions in our ability to service our customers. These risks have been and may continue to be exacerbated as a result of remote working. Any such damage or interruption could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows.

In addition, as part of our normal business activities, we collect and store certain confidential information, including personal information with respect to customers, consumers and employees, and the success of our operations depends on the secure transmission of confidential and personal data over public networks, including the use of cashless payments. We may share some of this information with vendors who assist us with certain aspects of our business. Any failure on our part or our vendors to maintain the security of this confidential data and personal information, including via the penetration of our network security (or those of our vendors) and the misappropriation of confidential and personal information, could result in business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation, any or all of which could result in our incurring potentially substantial costs. Such events could also result in the deterioration of confidence in us by employees, consumers, and customers and cause other competitive disadvantages. In addition, a security or data privacy breach could require us to expend significant additional resources to enhance our information security systems and could result in a disruption to our operations. Furthermore, third parties, such as our suppliers and retail consumers, may also rely on information technology and be subject to such cybersecurity breaches. These breaches may negatively impact their businesses, which could in turn disrupt our supply chain and/or our business operations. Due to the potential significant costs, business disruption and reputational damage that typically accompany a cyberattack or cybersecurity breach, any such event could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows.

Our information technology systems, or those of our third-party service providers, may be accessed by unauthorized users such as cyber criminals as a result of a disruption, cyberattack or other security breach. Cyberattacks and other cybersecurity incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by groups and individuals with a wide range of expertise and motives. Such cyberattacks and cyber incidents can take many forms, including cyber extortion, social engineering, password theft or introduction of viruses or malware, such as ransomware through phishing emails. As techniques used by cyber criminals change frequently, a disruption, cyberattack or other security breach of our information technology systems or infrastructure, or those of our third-party service providers, may go undetected for an extended period and could result in the theft, transfer, unauthorized access to, disclosure, modification, misuse, loss or destruction of our, employee, representative, customer, vendor, consumer and/or other third-party data, including sensitive or confidential data and personal information. We cannot guarantee that our security efforts will prevent breaches or breakdowns of our or our third-party service providers’ information technology systems.

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Changes in laws and regulations governing data privacy and data protection could have a material adverse impact on our business.

We are subject to data privacy laws and regulations that apply to the collection, transmission, storage and use of personally identifiable information, as well as numerous other countries’, federal and state privacy and breach notification laws. While we continue to assess and address the implications of existing and new regulations relating to data privacy, the evolving regulatory landscape presents a number of legal and operational challenges, and our efforts to comply may be unsuccessful. We may also face audits or investigations by one or more government agencies relating to our compliance with these regulations that could result in the imposition of penalties or fines, significant expenses in facilitating and responding to the investigations, and overall reputational harm or negative publicity. The costs of compliance with, and other burdens imposed by, such laws, regulations and policies that are applicable to us could have a material adverse effect on our business, financial condition and results of operations.

Governmental regulations could adversely affect our business, financial condition, results of operations and prospects.

Outdoor Billboard Advertising. Our billboard businesses are regulated by governmental authorities in the jurisdictions in which we operate. These regulations could limit our growth by putting constraints on the number, location and timing of billboards we wish to erect. New regulations and changes to existing regulations may also curtail our ability to expand our billboard business and adversely affect us by reducing our revenues or increasing our operating expenses. For example, settlements between major tobacco companies and all U.S. states and certain U.S. territories include a ban on the outdoor advertising of certain types of tobacco products. Alcohol products and other products may be future targets of advertising bans, and legislation, litigation or out-of-court settlements may result in the implementation of additional advertising restrictions that impact our business. Any significant reduction in alcohol-related advertising or the advertising of other products due to content-related restrictions could negatively impact our revenues generated from such businesses and cause an increase in the existing inventory of available outdoor billboard space throughout the industry.

Surety Insurance. We are subject to maintaining compliance within the highly regulated insurance industry as we continue our pursuit of opportunities in that market, including the maintenance of certain levels of operating capital and reserves. Generally, the extensive regulations are designed to benefit or protect policyholders, rather than our investors, or to reduce systemic financial risk. Failure to comply with these regulations could lead to disciplinary action, the imposition of penalties and the revocation of our authorization to operate in the insurance industry. Changes to the regulatory environment in the insurance industry may cause us to adjust our views or practices regarding regulatory risk management and necessitate changes to our operations that may limit our growth or have an adverse impact on our business.

Broadband Services. The building and delivery of our broadband services is subject to regulation by both the FCC and county and local governments. Failure to comply with these regulations could lead to the imposition of fines and ultimately the revocation of our authorization to provide these services. As technology changes continue in this market, new regulations may impose additional regulatory burdens and costs that could have an adverse impact on our business.

Any future legislative, judicial, regulatory or administrative actions may increase our costs or impose additional restrictions on our businesses, some of which may be significant. We are unable to predict the outcome or effects of any of these potential actions or any other legislative or regulatory proposals on our businesses. In addition, certain of the other new markets and industries that we may choose to enter may be regulated by a variety of federal, state and local agencies. Similarly, our investments in other companies, including the home building and consumer auto lending markets, are highly regulated by federal and other governmental agencies.

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Our surety insurance business is subject to extensive insurance regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations. Failure to maintain our A.M. Best current rating or our U.S. Treasury Department listing would significantly impact our ability to operate effectively in the surety market.

Our insurance subsidiary, UCS, is subject to extensive regulation in Nebraska, its state of domicile, and to a lesser degree, the other states in which it operates. Most insurance regulations are designed to protect the interests of insurance policyholders, as opposed to the interests of investors or stockholders. These regulations generally are administered by a department of insurance in each state and relate to, among other things, authorizations to write excess and surplus lines of business, capital and surplus requirements, investment and underwriting limitations, affiliate transactions, dividend limitations, changes in control, solvency and a variety of other financial and non-financial aspects of our business. Significant changes in these laws and regulations could further limit our discretion or make it more expensive to conduct our business. State insurance regulators also conduct periodic examinations of the affairs of insurance companies and require the filing of annual and other reports relating to financial condition, holding company issues and other matters. These regulatory requirements may impose timing and expense constraints that could adversely affect our ability to achieve some or all of our business objectives.

In addition, state insurance regulators have broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. In some instances, where there is uncertainty as to applicability, we follow practices based on our interpretations of regulations or practices that we believe generally to be followed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, state insurance regulators could preclude or temporarily suspend us from carrying on some or all of our activities or could otherwise penalize us. This could adversely affect our ability to operate our business. Further, changes in the level of regulation of the insurance industry or changes in laws or regulations themselves or interpretations by regulatory authorities could interfere with our operations and require us to bear additional costs of compliance, which could adversely affect our ability to operate our business.

The NAIC has adopted a system to test the adequacy of capital of insurance companies, known as “risk-based capital.” The risk-based capital formula establishes the minimum amount of capital necessary for a company to support its overall business operations. It identifies property and casualty insurers that may be inadequately capitalized by looking at three major areas: 1) Asset Risk; 2) Underwriting Risk; and 3) Other Risk. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action, including supervision, rehabilitation, or liquidation. Failure to maintain our risk-based capital at the required levels could adversely affect the ability of our insurance subsidiary to maintain regulatory authority to conduct our business. Also, failure to maintain our U.S. Treasury Department listing or our A.M. Best A– (“Excellent”) rating would significantly impact our ability to operate effectively in the surety markets.

Because we are a holding company with no business operations of our own, our ability to pay dividends to stockholders will likely depend in significant part on dividends and other distributions from our subsidiaries, including our insurance subsidiary, UCS. State insurance laws, including the laws of Nebraska, restrict the ability of UCS to declare stockholder dividends and bond rating agencies may also limit our ability to declare dividends if they were to seek to lower our bond rating due to lack of capital. State insurance regulators require insurance companies to maintain specified levels of statutory capital and surplus. Consequently, dividend distribution is limited by Nebraska law. State insurance regulators have broad powers to prevent the reduction of statutory surplus to inadequate levels, and there is no assurance that dividends up to the maximum amounts calculated under any applicable formula would be permitted. Moreover, state insurance regulators that have jurisdiction over the payment of dividends by our insurance subsidiary may in the future adopt statutory provisions more restrictive than those currently in effect. UCS may only declare and pay dividends to us after all of UCS’s obligations and regulatory requirements with the Nebraska Department of Insurance have been satisfied.

The declaration and payment of future dividends to holders of our Class A common stock will be at the discretion of our Board of Directors and will depend on many factors.

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We may be unable to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us.

We use reinsurance to help manage our exposure to insurance risks. Reinsurance is a practice whereby one insurer, called the reinsurer, agrees to indemnify another insurer, called the ceding insurer, for all or part of the potential liability arising from one or more insurance policies issued by the ceding insurer. The availability and cost of reinsurance is subject to prevailing market conditions, both in terms of price and available capacity, which can affect our business volume and profitability. In addition, reinsurance programs are generally subject to renewal on an annual basis and reinsurance coverage may be cancelled or reduced in amount and scope of coverage. We may not be able to obtain reinsurance in acceptable amounts and/or on acceptable terms from entities with satisfactory creditworthiness. If we are unable to obtain new reinsurance facilities or renew expiring facilities, our net exposures would increase and we may not be able to maintain certain customer accounts. In such event, if we are unwilling to bear an increase in our net exposure, we would have to reduce the level of our underwriting commitments, which would reduce our revenues.

Many reinsurance companies have begun to exclude certain coverages from, or alter terms in, the reinsurance contracts. For example, many reinsurance policies now exclude coverage of terrorism. As a result, we, like other direct insurance companies, write insurance policies which to some extent do not have the benefit of reinsurance protection. These gaps in reinsurance protection expose us to greater risk and greater potential losses. In addition, the cost for reinsurance has risen significantly over the past several years and future increases in the cost of reinsurance and any increases in the retention amount of such policies could impact the operating results of our surety insurance business.

Our insurance employees could take excessive risks, which could negatively affect our financial condition and business.

As a business which anticipates it will derive a significant portion of its business from the sale of surety and other insurance products, we are in the business of binding certain risks. The employees who conduct our business, including executive officers and other members of management, underwriters, product managers and other employees, do so in part by making decisions and choices that involve exposing us to risk. These include decisions such as setting underwriting guidelines and standards, product design and pricing, determining which business opportunities to pursue and other decisions. We endeavor, in the design and implementation of our compensation programs and practices, to avoid giving our employees incentives to take excessive risks. However, employees may take such risks regardless of the structure of our compensation programs and practices. Similarly, although we employ controls and procedures designed to monitor employees’ business decisions and prevent them from taking excessive risks, these controls and procedures may not be effective. If our employees take excessive risks, the impact of those risks could have a material adverse effect on our financial condition and business operations.

If actual insurance claims exceed our claims and claim adjustment expense reserves, or if changes in the estimated level of claims and claim adjustment expense reserves are necessary, our financial results could be materially and adversely affected.

As we grow our insurance operations, we will continue to establish loss and loss adjustment expense reserves. These reserves will not represent an exact calculation of liability, but instead will represent management's estimates of what the ultimate settlement and administration of claims will cost, generally utilizing actuarial expertise and projection techniques, at a given accounting date. We do not currently have a long history of national underwriting experience and, as a result, rely on generally available industry data in establishing loss and loss adjustment expense reserves, and our estimates may be materially different from actual losses and adjustments incurred.

The process of estimating claims and claim adjustment expense reserves involves a high degree of judgment and is subject to a number of variables. These variables can be affected by both internal and external events, such as:

●

changes in claims handling procedures;

●

adverse changes in loss cost trends;

● economic conditions including general inflation; which may more adversely impact certain portions of the markets in which we sell surety insurance, such as private and public construction projects.

●

legal trends and legislative changes;

●

limited claims experience in newer insurance products; and

●

varying judgments and viewpoints of the individuals involved in the estimation process, among others.

The impact of many of these items on ultimate costs for claims and claim adjustment expenses will be difficult to estimate. We also expect that claims and claim adjustment expense reserve estimation difficulties will also differ significantly by product line due to differences in claim complexity, the volume of claims, the potential severity of individual claims, the determination of occurrence date for a claim and reporting lags (the time between the occurrence of the policyholder event and when it is actually reported to the insurer).

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The estimation of claims and claim adjustment expense reserves may also be more difficult during times of adverse or uncertain economic conditions due to unexpected changes in behavior of claimants and policyholders, including an increase in fraudulent reporting of exposures and/or losses, reduced maintenance of insured properties, increased frequency of small claims or delays in the reporting of claims, the impact of inflation on the cost of services and materials, and the ability of the principal to repay the surety company for any claims the surety company must pay.

We attempt to consider all significant facts and circumstances known at the time claims and claim adjustment expense reserves are established or reviewed. Due to the inherent uncertainty underlying claims and claim adjustment expense reserve estimates, the final resolution of the estimated liability for claims and claim adjustment expenses will likely be higher or lower than the related claims and claim adjustment expense reserves at the reporting date. Therefore, actual paid losses in the future may yield a materially different amount than will be currently reserved.

Because of the uncertainties set forth above, additional liabilities resulting from an accumulation of insured events, may exceed the current related reserves. In addition, our estimate of claims and claim adjustment expenses may change. These additional liabilities or increases in estimates, or a range of either, cannot now be reasonably estimated and could materially and adversely affect our results of operations and/or our financial position.

Our efforts to develop new insurance products or expand in targeted markets may not be successful and may create enhanced risks.

A number of our planned business initiatives in the insurance markets we intend to serve will involve developing new products or expanding existing products in targeted markets. This includes the following efforts, from time to time, to protect or grow market share:

● We may develop products that insure risks we have not previously insured, contain new coverage or coverage terms or contain different commission terms.;

● We may refine our underwriting processes.;

● We may seek to expand distribution channels.; and

● We may focus on geographic markets within or outside of the United States where we have had relatively little or no market share.;

● We may not be successful in introducing new products or expanding in targeted markets and, even if ~~we are~~ successful, these efforts may create enhanced risks~~. Among other risks:~~;

● Demand for new products or in new markets may not meet our expectations.;

● To the extent we are able to market new products or expand in new markets, our risk exposures may change, and the data and models we use to manage such exposures may not be as sophisticated or effective as those we use in existing markets or with existing products. This, in turn, could lead to losses in excess of our expectations.;

● Models underlying underwriting and pricing decisions may not be effective.;

● Efforts to develop new products or markets have the potential to create or increase distribution channel conflict.;

● To develop new products or markets, we may need to make substantial capital and operating expenditures, which may also negatively impact results in the near term.;

If● ~~our~~Efforts ~~efforts~~ to develop new products or ~~expand in targeted~~ markets ~~are~~have ~~not~~the ~~successful,~~potential ~~our~~to ~~results~~create ofor ~~operations~~increase ~~could~~distribution bechannel ~~materially~~conflict; and ~~adversely affected.~~

27 ● If our efforts to develop new products or expand in targeted markets are not successful, our results of operations could be materially adversely affected.

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Adverse economic factors, including recession, inflation, periods of high unemployment or lower economic activity could result in the sale of fewer surety policies than expected or an increase in frequency or severity of claims and premium defaults or both, which, in turn, could affect the growth and profitability of our surety insurance business.

Factors, such as business revenue, economic conditions, natural disasters, the volatility and strength of the capital markets and inflation can affect the business and economic environment. These same factors affect our ability to generate revenue and profits. In an economic downturn that is characterized by higher unemployment, declining spending and reduced corporate revenues, the demand for insurance products is generally adversely affected, which directly affects our premium levels and profitability. Negative economic factors may also affect our ability to receive the appropriate rate for the risk we insure with our policyholders and may adversely affect the number of policies we can write, including with respect to our opportunities to underwrite profitable business. In an economic downturn, our customers may have less need for insurance coverage. A decline in our financial strength rating may adversely affect the amount of business we write.

Participants in the insurance industry use ratings from independent ratings agencies, such as A.M. Best, as an important means of assessing the financial strength and quality of insurers. In setting its ratings, A.M. Best uses a quantitative and qualitative analysis of a company’s balance sheet strength, operating performance and business profile. This analysis includes comparisons to peers and industry standards as well as assessments of operating plans, philosophy and management. A.M. Best financial strength ratings range from “A++” (Superior) to “F” for insurance companies that have been publicly placed in liquidation. As of the date of this Annual Report on Form 10-K, A.M. Best has assigned a financial strength rating of “A-” (Excellent) to our operating subsidiary, UCS. A.M. Best assigns ratings that are intended to provide an independent opinion of an insurance company’s ability to meet its obligations to policyholders and such ratings are not evaluations directed to investors and are not a recommendation to buy, sell or hold our common stock or any other securities we may issue. A.M. Best periodically reviews our financial strength rating and may revise it downward or revoke it at its sole discretion based primarily on its analysis of our balance sheet strength (including capital adequacy and loss adjustment expense reserve adequacy), operating performance and business profile. Factors that could affect such analysis include but are not limited to:

●

if we change our business practices from our organizational business plan in a manner that no longer supports A.M. Best’s rating;

●

if unfavorable financial, regulatory, reinsurance or market trends affect us, including excess market capacity;

● if our losses exceed our loss reserves or if we incur higher losses which impact our ability to obtain reinsurance at reasonable levels;

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if we have unresolved issues with government regulators;

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if we are unable to retain our senior management or other key personnel;

● if our investment portfolio held by UCS incurs significant losses; or

●

if A.M. Best alters its capital adequacy assessment methodology in a manner that would adversely affect our rating.

These and other factors could result in a downgrade of our financial strength rating. A downgrade or withdrawal of our rating could result in any of the following consequences, among others:

●

causing our current and future brokers and insureds to choose other, more highly-rated competitors;

●

increasing the cost or reducing the availability of reinsurance to us;

●

severely limiting or preventing us from writing new insurance contracts; or

●

giving any future potential lenders the right to accelerate or call any future debt we may incur.

In addition, in view of the earnings and capital pressures recently experienced by many financial institutions, including insurance companies, it is possible that rating organizations will heighten the level of scrutiny that they apply to such institutions, will increase the frequency and scope of their credit reviews, will request additional information from the companies that they rate or will increase the capital and other requirements employed in the rating organizations’ models for maintenance of certain ratings levels. We can offer no assurance that our rating will remain at its current level. It is possible that such reviews of us may result in adverse ratings consequences, which could have a material adverse effect on our financial condition and results of operations.

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We lack operational control over certain companies in which we invest and may lack operational control over companies in which we may invest in the future.

We have made, and may continue to make, certain strategic investments in various businesses without acquiring all or a majority ownership stake in those businesses. To the extent that such investments represent a minority or passive stake in any business, we may have little to no participation, input or control over the management, policies, and operations of such business. Further, we may lack sufficient ownership of voting securities to impact, without the vote of additional equity holders, any matters submitted to stockholders or members of such business for a vote. We currently lack operational control over our investments in Sky Harbour, CB&T, MyBundle and Logic.

There is inherent risk in making minority equity investments in companies over which we have little to no control. Without control of the management and decision-making of these businesses, we cannot control their direction, strategy, policies and business plans, and we may be powerless to improve any declines in their performance, operating results and financial condition. If any company in which we are a minority investor suffers adverse effects, it may not be able to continue as a going business concern, and we may lose our entire investment.

We are subject to extensive financial reporting and related requirements for which our accounting and other management systems and resources may not be adequately prepared.

We are subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act. Section 404 requires us to conduct an annual management assessment of the effectiveness of our internal controls over financial reporting, and Section 404(b) requires our independent registered accounting firm to attest to and report on our management’s assessment of our internal controls starting with our fiscal year ending December 31, 2026. These reporting and other obligations place significant demands on our management, administrative, operational and accounting resources. In order to comply with these requirements, we may need to (i) upgrade our systems, (ii) implement additional financial and management controls, reporting systems and procedures, (iii) ~~implement~~ anstrengthen our internal audit function, and (iv) hire additional accounting, internal audit and finance staff. If we are unable to accomplish these objectives in a timely and effective manner, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintain effective internal controls could have a negative impact on our ability to manage our business and on our stock price.

We may fail to maintain effective internal controls over external financial reporting or such controls may fail or be circumvented.

Federal securities laws require us to report on our internal controls over financial reporting, and our business and financial results could be adversely affected if we, or our independent registered public accounting firm, determine that these controls are not effective. If we do not maintain adequate financial and management personnel, processes, and controls, we may not be able to accurately report our financial performance on a timely basis, we may be otherwise unable to comply with the periodic reporting requirements of the SEC and the listing of our Class A common stock on the NYSE could be suspended or terminated, each of which could have a material adverse effect on the confidence in our financial reporting, our credibility in the marketplace, and the trading price of our Class A common stock. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our committees and as executive officers.

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In 2023, we identified a material weakness in our internal control over financial reporting in connection with our previous accounting for our investment in the 24th Street Funds under Accounting Standards Codification 323, Equity Method and Joint Ventures for fiscal year 2022. Although this material weakness was subsequently remediated, any future material weakness could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We identified a material weakness in the Company’s internal control over financial reporting existing as of December 31, 2022. Specifically, our management concluded that our disclosure controls and procedures and internal control over financial reporting were not effective related to the risk assessment of our investment in unconsolidated entities who are required to apply specialized industry accounting. Specifically, the Company did not design and implement effective controls addressing the technical accounting complexities associated with companies who are required to apply investment company accounting guidance. This material weakness did not require a restatement of our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022 as our evaluation concluded that the impact quantitatively and qualitatively was not material to any of the prior periods.

Despite our remediation of this material weakness in 2023, any failure in the future to maintain effective internal controls could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our Class A common stock is listed, the SEC or other regulatory authorities. In either case, this could result in a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock. Restated financial statements and failures in internal control may also cause us to fail to meet reporting obligations, negatively affect investor confidence in our management and the accuracy of our financial statements and disclosures, or result in adverse publicity and concerns from investors, any of which could have a negative effect on the price of our securities, subject us to regulatory investigations and penalties or stockholder litigation, and have a material adverse impact on our financial condition.

We can give no assurance that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

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Risks Related to Ownership of our Common Stock

Investors should not rely on the accuracy of forward-looking statements made by us.

To the extent that we or any of our officers were to provide any forward-looking statements, investors must recognize that any such forward-looking statements are based upon assumptions and estimates. We cannot make any representations as to the accuracy and reasonableness of such assumptions or the forward-looking statements based thereon. The validity and accuracy of those forward-looking statements will depend in large part on future events that we cannot foresee and may or may not prove to be correct. Consequently, there can be no assurance that our actual operating results will correspond to any of the forward-looking statements. Accordingly, an investment in our common stock should not be made in reliance on forward-looking statements prepared or provided by us.

The price of our Class A common stock has been, and is likely to continue to be, volatile and may fluctuate substantially, which could result in substantial losses for purchasers of our Class A common stock.

Our Class A common stock price has been, and is likely to continue to be, volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your Class A common stock at or above your original purchase price. The market price for our Class A common stock may be influenced by many factors, many of which are beyond our control, including those discussed in this “Risk Factors” section and elsewhere in this Annual Report and the following:

●

our operating and financial performance and prospects;

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success of our competitors' products or services;

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regulatory or legal developments in the United States, especially changes in laws or regulations applicable to our products and services, and changes in federal and state corporate tax laws;

●

additions or departures of key management personnel;

● market and industry perception of our success, or lack thereof, in pursuing our growth strategy as well as the success, or lack thereof, in Sky Harbour's growth strategy and financial results;

●

introductions or announcements of new products and services offered by us or significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors and the timing of such introductions or announcements;

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our ability to effectively manage our growth;

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our quarterly or annual earnings or those of other companies in the industries in which we participate;

●

actual or anticipated changes in estimates to or projections of financial results, development timelines or recommendations by securities analysts;

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publication of research reports about us or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts;

●

the public’s potential adverse reaction to our intention not to publish any guidance with respect to future earnings;

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the public’s reaction to our press releases, other public announcements or our competitors’ businesses;

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market conditions in the billboard, insurance, broadband, real estate and other sectors in which we may operate as well as general economic conditions;

●

our ability or inability to raise additional capital through the issuance of equity or debt or other arrangements and the terms on which we raise it;

●

trading volume of our Class A common stock;

●

the resale of Class A common stock held by our affiliates;

●

changes in accounting standards, policies, guidance or principles;

●

significant lawsuits, including stockholder litigation;

● general economic, industry and market conditions, including those resulting from inflation, tariffs, geopolitical issues; natural disasters, severe weather events, terrorist attacks, epidemics and pandemics (such as the COVID-19 pandemic) and responses to such events;

	●	accounting charges associated with operating losses at Sky Harbour as well as any reductions in the value of our investments in Sky Warrants, reductions in value for publicly traded securities which we mark to market, and impairment charges for our investments in private companies;

	●	our income or losses in unconsolidated affiliates in which we have invested capital and our retention of specialized accounting for our investments in entities which qualify as investment companies and apply specialized industry accounting; and

	●	changes in other investment income or losses.

If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our Class A common stock could decline substantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our stock to fluctuate substantially. We believe that quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

The stock market in general, and market prices for the securities of companies like ours in particular, as well as companies such as Sky Harbour, have from time to time experienced volatility that often has been unrelated to the operating performance of the underlying companies. These broad market and industry fluctuations may adversely affect the market price of our Class A common stock, regardless of our operating performance.

In several recent situations when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit against us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and harm our operating results.

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We are aproviding ~~smaller~~information ~~reporting~~in ~~company,~~this ~~and~~Annual weReport ~~cannot~~on beForm ~~certain~~10-K ifunder the reduced disclosure requirements ~~applicable~~for to smaller reporting companies ~~will~~and the reduced disclosure provided in this Form 10-K may make our Class A common stock less attractive to investors.

We ~~are~~were ~~currently~~previously a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act. ~~“Smaller~~We ~~reporting~~will ~~companies”~~retain ~~are~~our ~~able~~status toas ~~provide~~a ~~simplified~~non-accelerated ~~executive~~filer ~~compensation~~though ~~disclosures~~2026 inunder ~~their~~applicable ~~filings~~transition ~~and~~rules. ~~have~~Under ~~certain~~these ~~other~~transition ~~decreased disclosure obligations in their SEC filings~~rules, ~~including,~~we ~~among~~are ~~other~~permitted ~~things, only being required~~ to provide ~~two~~in ~~years~~this ofForm ~~audited~~10-K ~~financial~~the ~~statements~~more inlimited ~~annual~~disclosure ~~reports~~requirements ~~and~~for insmaller ~~certain~~reporting ~~registration~~companies. These ~~statements~~more ~~filed~~limited ~~with~~reporting ~~the~~requirements ~~SEC~~allow ~~and~~us noin ~~requirement,~~this asForm ~~long~~10-K asto ~~our~~provide ~~revenues~~simplified ~~are~~executive ~~below~~compensation ~~$100~~disclosures, ~~million~~provide ~~and~~only ~~the~~two ~~value~~years of ~~our~~audited ~~Class~~financial Astatements ~~common~~and ~~stock~~avoid ~~held by~~ the ~~public~~requirement ~~as measured on certain dates, is less than $700 million,~~ to have our independent auditor annually report on and attest to our 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)). ~~Decreased~~Commencing ~~disclosures~~with in our ~~SEC~~Form ~~filings~~10-Q ~~due~~for the quarter ended March 31, 2026, we will become subject to ~~our~~more ~~status~~expansive asdisclosure arequirements. “The decreased disclosures in this Form 10-K under the transition rules for smaller reporting ~~company”~~companies may make it harder for investors to analyze our results of operations and financial prospects and certain elements of our compensation program for executive officers and key employees.

An active trading market for our Class A common stock may not be maintained.

Our Class A common stock began trading on the NASDAQ Capital Market on June 16, 2017 and on the New York Stock Exchange on January 14, 2022. There is a risk that an active trading market for our shares may not be maintained. If an active market for our Class A common stock is not maintained, it may be difficult for you to sell your shares without depressing the market price for the shares or at all. The lack of an active market may also impair your ability to sell your shares at a time you wish to sell them or at a price that you consider reasonable and it may reduce the market value of your shares. An inactive trading market may also impair our ability to raise capital, to continue to fund operations by selling shares, and may impair our ability to acquire other companies or technologies by using our shares as consideration.

We will continue to incur increased costs as a result of operating as a public company in the United States.

As a public company in the United States, we have incurred and will continue to incur significant legal, accounting, insurance and other expenses, including costs associated with U.S. public company reporting requirements. We will also incur costs associated with NYSE listing requirements, the Sarbanes-Oxley Act and related rules implemented by the SEC. The expenses incurred by U.S. public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations would increase our legal and financial compliance costs and make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. In estimating these costs, we took into account expenses related to insurance, legal, accounting, and compliance activities, as well as other expenses not currently incurred. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our Board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation.

If a substantial number of shares of our Class A common stock become available for sale and are sold in a short period of time, the market price of our Class A common stock could decline.

If our current stockholders sell substantial amounts of our Class A common stock in the public market in a short period of time, the market price of our Class A common stock could decrease. The perception in the public market that our current stockholders might sell shares of Class A common stock could also create a perceived overhang and depress our market price. As of March 27, ~~2025~~2026, MBOC I holds for the benefit of Massachusetts Institute of Technology ("MIT") and a pension fund managed by MIT 5,589,253 shares of our Class A common stock. In addition, the MIT affiliated pension fund separately reported ~~that~~on January ~~as of February 14~~20, ~~2025~~2026, that it owns an additional 21,~~444~~602,~~473~~449 shares of our Class A common stock. Additionally, Mr. Peterson and entities managed by Magnolia own 587,031 shares of our Class A common stock and 580,558 shares of our Class B common stock, which converts on a one for one basis into an equivalent number of shares of our Class A common stock.

Pursuant to the exercise of rights under a registration rights agreement, in September 2021, we registered a total of 9,698,705 shares of Class A common stock, including 6,437,768 shares of Class A common stock owned by MBOC I and beneficially owned by entities associated with MIT and the remaining 3,260,937 shares owned directly by certain entities affiliated with MIT and also grants them the right to participate in future registrations of securities by us, subject to certain conditions. In May 2022, we updated the Registration Statement to reflect subsequent distributions of certain shares of Class A common stock owned by MBOC I to MIT, resulting in a reduction in the number of shares registered to 8,297,039 shares of our Class A common stock. These registration rights continue until the earlier of March 31, 2033 or the date when an investor may resell the shares of our Class A common stock under Rule 144 as of the date when all registrable securities held by and issued to such investor may be sold under Rule 144 under the Securities Act during any 90 day period.

In May 2022, we also registered 1,018,~~660shares~~660 shares of Class A common stock held by Magnolia and Boulderado and their affiliates. All the shares held by Boulderado were repurchased by the Company in May 2024 and, as a result, the remaining 522,231 shares of our Class A common stock are available for resale under that registration statement. As of December 31, ~~2024~~2025, certain of our stockholders still hold 87,~~555~~713,~~957~~933 registered shares of our Class A common stock.

33 As of March 27, 2026, an additional 665,195 shares of our Class A common stock are owned directly or indirectly by our officers and directors and their affiliates other than Mr. Peterson and are available for resale under Rule 144 under the Securities Act. In addition, we have issued 175,559 shares of our Class A common stock under the 2022 Long-Term Incentive Plan and may issue additional shares in the future. Although we have not registered the shares issued or available for issuance under the 2022 Long-Term Incentive Plan, we may do so in the future.

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As of March 27, 2025, an additional 563,725 shares of our Class A common stock are owned directly or indirectly by our officers and directors and their affiliates other than Mr. Peterson and are available for resale under Rule 144 under the Securities Act. In addition, we have issued 142,134 shares of our Class A common stock under the 2022 Long-Term Incentive Plan and may issue additional shares in the future. Although we have not registered the shares issued or available for issuance under the 2022 Long-Term Incentive Plan, we may do so in the future.

A sale of a large number of the shares described above may have a depressive effect upon the price of our Class A common stock.

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If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our Class A common stock, the market price of our Class A common stock could decline.

The trading market for our Class A common stock likely will be influenced by the research and reports that equity and debt research analysts publish about the industry, us and our business. The market price of our Class A common stock could decline if one or more securities analysts downgrade our shares or if those analysts issue a sell recommendation or other unfavorable commentary or cease publishing reports about us or our business. If one or more of the analysts who elect to cover us downgrade our shares, the market price of our Class A common stock would likely decline.

Entities managed by Magnolia currently effectively control 31.17% of the votes needed on all voting matters brought before our stockholders, making it difficult for stockholder proposals not approved by Magnolia to receive stockholder approval.

Currently, MCF owns all of our Class B common stock and entities managed by Magnolia own 18.16% of our Class A common stock, resulting in their holding 31.17% of the aggregate voting power of the company. As a result, Mr. Peterson and entities managed by Magnolia together control 3233.74% of the aggregate voting power. Moreover, it is possible that entities managed by Magnolia may increase their ownership in us if we sell additional shares of stock to them in connection with any future capital raise we may conduct. Also, each share of Class B common stock is entitled to cast 10 votes for all matters on which our stockholders vote, while each share of Class A common stock is entitled to cast only one vote. For the foreseeable future, entities managed by Magnolia will likely continue to effectively make it more difficult for stockholder proposals not approved by Magnolia to pass; make it more difficult for director nominations not approved by Magnolia to succeed; and, as a result, Magnolia may effectively control our management, policies, and operations. Our other stockholders will not have voting control over our actions, including the determination of other industries and markets that we may enter.

The interests of the entities managed by Magnolia may not coincide with the interests of other holders of our Class A common stock. The entities managed by Magnolia are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. The entities managed by Magnolia may also pursue, for their own managers’ or members’ accounts, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as MCF continues to own our Class B common stock or entities managed by Magnolia own a majority of our outstanding Class A common stock, they will continue to be able to strongly influence or effectively control our decisions, including potential mergers or acquisitions, asset sales and other significant corporate transactions.

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Certain actions cannot be taken without the approval of MCF due to its ownership of Class B common stock.

MCF, the holder of record of all of the shares of Class B common stock, exclusively and as a separate class, is entitled to elect a director to our Board of Directors, which we refer to as the “Class B Director.” The Class B Director may be removed without cause by, and only by, the affirmative vote of the holders of eighty percent (80%) of the shares of Class B common stock exclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders.

At any time when shares of Class B common stock are outstanding, we may not, without the affirmative vote of the Class B Director:

● Amend, alter, or otherwise change the rights, preferences or privileges of the Class B common stock, or amend, alter or repeal any provision of our certificate of incorporation or bylaws in a manner that adversely affects the powers, preferences or rights of the Class B common stock.;

● Liquidate, dissolve or wind-up our business, effect any merger or consolidation or any other deemed liquidation event or consent to any of the foregoing.;

● Create, or authorize the creation of, or issue additional shares of Class B common stock, or increase the authorized number of shares of any additional class or series of capital stock.;

● Increase or decrease the authorized number of directors constituting the Board of Directors.;

● Hire, terminate, change the compensation of, or amend the employment agreements of, our executive officers.;

● Purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of our capital stock.;

● Create, or authorize the creation of, or issue, or authorize the issuance of any debt security, if our aggregate indebtedness for borrowed money following such action would exceed $10,000, or guarantee, any indebtedness except for our own trade accounts arising in the ordinary course of business.;

● Make, or permit any subsidiary to make, any loan or advance outside of the ordinary course of business to any employee or director.;

● Create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by us or permit any direct or indirect subsidiary to sell, lease, or otherwise dispose of all or substantially all of the assets of any subsidiary.;

● Change our principal business, enter new lines of business, or exit the current line of business.;

● Enter into any agreement involving the payment, contribution, or assignment by us or to us of money or assets greater than $10,000.;

● Enter into or be a party to any transaction outside of the ordinary course of business with any of our directors, officers, or employees or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person or entity.; or

●

Acquire, by merger, stock purchase, asset purchase or otherwise, any material assets or securities of any other corporation, partnership or other entity.

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Provisions in our charter documents and Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

Provisions in our certificate of incorporation (including but not limited to the rights of the holders of Class B common stock) and our bylaws may discourage, delay or prevent a merger, acquisition or other change in control that some stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our Class A common stock. These provisions could also limit the price that investors might be willing to pay in the future for shares of our Class A common stock, possibly depressing the market price of our Class A common stock.

The anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, our certificate of incorporation, as amended, and bylaws contain provisions that may make the acquisition of the Company more difficult, including, but not limited to, the following:

●

setting forth specific procedures regarding how our stockholders may nominate directors for election at stockholder meetings;

●

permitting our Board of Directors to issue preferred stock without stockholder approval; and

●

limiting the rights of stockholders to amend our bylaws, call a special meeting of our stockholders or take action by written consent.

In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace members of our Board of Directors. Because our Board of Directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace members of our management team.

Our Board of Directors is authorized to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our Board of Directors. Our certificate of incorporation authorizes our Board of Directors to issue up to 1,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined by our Board of Directors at the time of issuance or fixed by resolution without further action by the stockholders. These terms may include voting rights, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of preferred stock could diminish the rights of holders of our common stock, and, therefore, could reduce the value of our common stock. In addition, specific rights granted to holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our Board of Directors to issue preferred stock could delay, discourage, prevent or make it more difficult or costly to acquire or effect a change in control, thereby preserving the current stockholders’ control.

Because we do not intend to pay dividends for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We do not intend to pay dividends for the foreseeable future, and our stockholders will not be guaranteed, or have contractual or other rights, to receive dividends. Our Board of Directors may, in its discretion, modify or repeal our dividend policy or discontinue entirely the payment of dividends. The declaration and payment of dividends depends on various factors, including: our net income, financial condition, cash requirements, future prospects and other factors deemed relevant by our Board of Directors. In addition, state insurance regulators will limit the amount of dividends, if any, we can draw from our UCS insurance operations and Link’s and BOB's credit agreements prohibits them from issuing dividends to us if as a result of any such dividend would be in violation of the financial covenants set forth in the credit agreements.

In addition, under the Delaware General Corporation Law, which we refer to as the “DGCL,” our Board of Directors may not authorize payment of a dividend unless it is either paid out of our surplus, as calculated in accordance with the DGCL, or if we do not have a surplus, it is paid out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

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If we are, or were, a U.S. real property holding corporation, non-U.S. holders of our Class A common stock could be subject to U.S. federal income tax on the gain from its sale, exchange or other disposition.

If we are or ever have been a U.S. real property holding corporation, which we refer to as “USRPHC,” under the Foreign Investment in Real Property Tax Act of 1980 and applicable United States Treasury regulations, which we refer to collectively as the “FIRPTA Rules,” unless an exception applies, certain non-U.S. investors in our Class A common stock would be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of shares of our Class A common stock, and such non-U.S. investor would be required to file a United States federal income tax return. In addition, the purchaser of such Class A common stock would be required to withhold a portion of the purchase price and remit such amount to the U.S. Internal Revenue Service.

In general, under the FIRPTA Rules, a company is a USRPHC if its interests in U.S. real property comprise at least 50% of the fair market value of its assets. If we are or were a USRPHC, so long as our Class A common stock is “regularly traded on an established securities market” (as defined under the FIRPTA Rules), a non-U.S. holder who, actually or constructively, holds or held no more than 5% of our Class A common stock is not subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of our common stock under FIRPTA Rules. In addition, other interests in equity of a USRPHC may qualify for this exception if, on the date such interest was acquired, such interests had a fair market value no greater than the fair market value on that date of 5% of our Class A common stock. Any of our Class A common stockholders that are non-U.S. persons should consult their tax advisors to determine the consequences of investing in our Class A common stock.

You may be diluted by the future issuance of additional Class A common stock in connection with acquisitions, sales of our securities or otherwise.

As of March 27, ~~2025~~2026, we had 7,~~848~~815,~~893~~468 shares of Class A common stock authorized but unissued under our certificate of incorporation. We will be authorized to issue these shares of Class A common stock and options, rights, warrants and appreciation rights relating to Class A common stock for consideration and on terms and conditions established by our Board of Directors in its sole discretion, subject to applicable laws and NYSE rules, whether in connection with acquisitions, financings or otherwise. Any Class A common stock that we issue would dilute the percentage ownership held by current investors.

In the future, we may issue our securities, including shares of our common stock, in connection with financings, investments or acquisitions. We regularly evaluate potential acquisition opportunities, including ones that would be significant to us. We cannot predict the timing of any contemplated transactions, and none are currently probable, but any pending transaction could be entered into shortly after the filing of this Annual Report on Form 10-K. The amount of shares of our Class A common stock issued in connection with a financing, investment or acquisition could constitute a material portion of our then-outstanding shares of Class A common stock. Any issuance of additional securities in connection with financings, investments or acquisitions may result in additional dilution to you.

Our authorized preferred stock exposes holders of our common stock to certain risks.

Our certificate of incorporation authorizes the issuance of up to 1,000,000 shares of preferred stock. The authorized but unissued preferred stock constitutes what is commonly referred to as “blank check” preferred stock. This type of preferred stock may be issued by the Board of Directors from time to time on any number of occasions, without stockholder approval, as one or more separate series of shares comprised of any number of the authorized but unissued shares of preferred stock, designated by resolution of the Board of Directors stating the name and number of shares of each series and setting forth separately for such series the relative rights, privileges and preferences thereof, including, if any, the: (i) rate of dividends payable thereon; (ii) price, terms and conditions of redemption; (iii) voluntary and involuntary liquidation preferences; (iv) provisions of a sinking fund for redemption or repurchase; (v) terms of conversion to common stock, including conversion price and antidilution protection, and (vi) voting rights. Such preferred stock may provide our Board of Directors the ability to hinder or discourage any attempt to gain control of us by a merger, tender offer at a control premium price, proxy contest or otherwise. Consequently, the preferred stock could entrench our management. The market price of our Class A common stock could be depressed to some extent by the existence of the preferred stock. As of March 27, ~~2025~~2026, no shares of preferred stock have been issued.

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Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or our bylaws or (v) any action asserting a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our certificate of incorporation described in the preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act of 1933, as amended (the “Securities Act”) creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims.

This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business, financial condition, results of operations, and prospects.

Our directors have limited liability under Delaware law.

Pursuant to our certificate of incorporation, and Delaware law, our directors are not liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for: liability in connection with a breach of the duty of loyalty; acts or omissions not in good faith; acts or omissions that involve intentional misconduct or a knowing violation of law; dividend payments or stock repurchases that are illegal under Delaware law; or any transaction in which a director has derived an improper personal benefit. Accordingly, except in those circumstances, our directors will not be liable to us or our stockholders for breach of their duty.

Our ability to use our net operating loss carry forwards may be subject to limitation and may result in increased future tax liability.

Sections 382 and 383 of the Internal Revenue Code contain rules that limit the ability of a company that undergoes an “ownership change” to utilize its net operating loss and tax credit carry forwards and certain built-in losses recognized in years after the ownership change. An “ownership change” is generally defined in Section 382 of the Internal Revenue Code as any change in ownership of more than 50% of a corporation’s stock over a rolling three-year period by stockholders that own (directly or indirectly) 5% or more of the stock of a corporation or arising from a new issuance of stock by a corporation. If an ownership change occurs, Section 382 generally imposes an annual limitation on the use of pre-ownership change net operating losses, which we refer to as “NOLs,” credits and certain other tax attributes to offset taxable income earned after the ownership change. The annual limitation is equal to the product of the applicable long-term tax exempt rate and the value of the company’s stock immediately before the ownership change. This annual limitation may be adjusted to reflect any unused annual limitation for prior years and certain recognized built-in gains and losses for the year. In addition, Section 383 generally limits the amount of tax liability in any post-ownership change year that can be reduced by pre-ownership change tax credit carryforwards. In addition, tax net operating loss carry forwards generated in years beginning after December 31, 2017 may be carried forward indefinitely but are only available to offset 80% of future taxable income. This could result in increased U.S. federal income tax liability for us if we generate taxable income in a future period. Limitations on the use of NOLs and other tax attributes could also increase our state tax liability. The use of our tax attributes will also be limited to the extent that we do not generate positive taxable income in future tax periods. As a result of these limitations, we may be unable to offset future taxable income (if any) with losses, or our tax liability with credits, before such losses and credits expire. Accordingly, these limitations may increase our federal income tax liability. NOLs generated during 2018 and thereafter do not expire.

As of December 31, ~~2024~~2025, we had NOLs of approximately $91133.14 million. We have assessed the impact of the 2018 private placement, our “at the market” offerings, our 2020 public offering, our 2021 public offering, and other transactions to determine whether an “ownership change,” as defined in Section 382 of the Internal Revenue Code, has occurred and do not anticipate that such shifts would result in any permanent limitation on our ability to utilize NOLs. Additionally, it is possible that future transactions may cause us to undergo one or more ownership changes. Certain of these NOLs may be also at risk of limitation in the event of a future ownership change.

We have U.S. federal and state NOLs. In general, NOLs in one state cannot be used to offset income in any other state. Accordingly, we may be subject to tax in certain jurisdictions even if we have unused NOLs in other jurisdictions. Also, each jurisdiction in which we operate may have its own limitations on our ability to utilize NOLs or tax credit carryovers generated in that jurisdiction. These limitations may increase our federal, state, and/or foreign income tax liability.

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Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk Management and Strategy

We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware and software, and our critical data, including, confidential information that is proprietary, strategic or competitive in nature, and data related to financial and customer data (“Information Systems and Data”).

While to date, we have not had a major cyber incident against our platforms, nor experienced significant data loss or any material financial losses related to cybersecurity attacks, it is possible that we could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats. For a description of the risks from cybersecurity threats that may materially affect us and how they may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K, including the risk factor captioned “Disruptions to or any breach of our information technology systems could disrupt our business operations which could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows.”

Our officers and employees and our IT vendors help identify, assess and manage our cybersecurity threats and risks and the unique needs of each of our billboard, surety insurance, broadband and other businesses and the various offices in which we operate. We manage, identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment and risk profile using various methods including, for example: through the use of automated tools, including but not limited to tools for monitoring, geolocation, remote wiping, threat detection, intrusion detection and prevention, patch management, distributed denial of service (DDoS) protection and forensics; conducting (directly or through third parties) regular audits and threat assessments for internal and external threats; subscribing to reports and services that identify cybersecurity threats; analyzing reports of threats and actors; conducting vulnerability assessments to identify vulnerabilities; evaluating our and our industry’s risk profile; and evaluating threats reported to us.

We implement and maintain various technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: incident response plans and procedures, disaster recovery/business continuity plans, risk assessments, implementation of security standards and certifications, encryption of data, network security controls, data segregation, access controls, physical security, asset management, tracking and disposal, systems monitoring, vendor risk management program, employee training and penetration testing.

Our assessment and management of material risks from cybersecurity threats are integrated into our overall risk management processes. For example, cybersecurity risk is addressed as a component of our enterprise risk management program, and members of our management team and IT consultants work together to prioritize our risk management processes, mitigate cybersecurity threats that are more likely to lead to a material impact to our business, and report regularly to our board of directors on cybersecurity matters.

We use third-party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats, including for example managed cybersecurity service providers, threat intelligence service providers, dark web monitoring services, and other cybersecurity software providers.

We use third-party service providers to perform a variety of functions throughout our business, including but not limited to application providers, hosting companies, contract manufacturing organizations and contract research organizations. We have a vendor management program to oversee, identify and manage cybersecurity risks associated with our use of these providers. The program includes a risk assessment for vendors that may include, depending on the vendor and nature of services being performed, security questionnaires, review of the vendor's written security program, review of security assessments, audits and reports, vulnerability scans related to the vendor, security assessment calls with the vendor's security personnel, and the imposition of certain contractual obligations on the vendor, among other elements, in accordance with the processes outlined in our internal vendor selection, management, and oversight process policy and other internal guidelines. More specifically, the level of assessment may depend on the following: the nature of the services provided and the data the vendors may collect, retain, and utilize, the sensitivity of the Information Systems and Data at issue, and the identity of the provider.

Governance

Our board of directors addresses our cybersecurity risk management as part of its general oversight function.

Our cybersecurity risk assessment and management processes are implemented and maintained by various members of our management team and IT consultants, which includes individuals who have a diverse combination of relevant expertise, experience, education and training. Our team includes individuals with relevant experience in enterprise risk management and disclosure controls and procedures. Additionally, certain members of our team have experience managing cybersecurity programs and are specifically assigned cybersecurity oversight.

Certain members of our management team are responsible for hiring appropriate employees and consultants, helping to integrate cybersecurity risk considerations into our overall risk management strategy, communicating key priorities to relevant personnel, approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.

Our cybersecurity incident response processes are designed to escalate certain cybersecurity incidents to members of management. Our cybersecurity incident management team, and other individuals as needed, work to help us mitigate and remediate cybersecurity incidents of which we are notified. In addition, our incident response processes include a procedure for reporting certain cybersecurity incidents to the board of directors.

Commencing in 2024, our Audit and Risk Committee, on behalf of the board of directors, is overseeing our cybersecurity risk management program.

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Item 2. Properties.

Our corporate headquarters is located in Omaha, Nebraska. As of December 31, ~~2024~~2025, we maintained offices in various locations in the United States with leases expiring between ~~2025~~2026 and 2042. In connection with the acquisition of various billboard sites, we own a small percentage of these sites and in most instances lease the sites from third parties. Land leases related to the structures are typically paid in advance for periods ranging from one to twelve months. The lease contracts include those with fixed payments and those with escalating payments. Some of the lease contracts contain a base rent payment plus an additional amount up to a particular percentage of revenue. In the opinion of our management, our properties are adequate and suitable for our business as presently conducted and are adequately maintained. We also own several parcels in Arizona used by our broadband business for storage of equipment.

Item 3. Legal Proceedings.

Due to the nature of our business, we are, from time to time and in the ordinary course of business, involved in routine litigation or subject to disputes or claims related to our business activities, including, without limitation, workers’ compensation claims and employment-related disputes. In the opinion of our management, none of the pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect individually or in the aggregate on our financial condition, cash flows or results of operations.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Certain Information Regarding the Trading of Our Common Stock

Since January 14, 2022, our Class A common stock publicly trades on the New York Stock Exchange and currently trades under the trading symbol “BOC”. From June 16, 2017 through January 13, 2022, our Class A common stock traded on the NASDAQ Capital Market. Prior to this time, our Class A common stock traded on the OTCQX with limited trading volume. Currently, there is no public trading market for our Class B common stock.

As of March 27, ~~2025~~2026, the closing price per share of our common stock was $1411.8078, as reported by the NYSE.

Holders of Our Common Stock

As of March 27, ~~2025~~2026, there were approximately 100 holders of record of shares of our Class A common stock. This number does not include stockholders for whom shares are held in “nominee” or “street” name. As of March 27, ~~2025~~2026, there were 30,~~872~~085,~~876~~ 520 shares of Class A common stock outstanding. As of March 27, ~~2025~~2026, we also had 580,558 shares of Class B common stock held entirely by MCF.

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Dividend Policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. We do not intend to pay any cash dividends to the holders of our common stock in the foreseeable future. We are not required to pay dividends, and our stockholders will not be guaranteed, or have contractual or other rights to receive, dividends. The declaration and payment of any future dividends will be at the sole discretion of our Board of Directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, opportunity set for retained capital, and other considerations that our Board of Directors deems relevant. In addition, state insurance regulators will limit the amount of dividends, if any, we can draw from our UCS insurance operations. In addition, the loan credit facilities at Link and BOB limit their ability to issue cash dividends to us during any period in which they are in default of any loan covenant. Our Board of Directors may decide, in its discretion, at any time, to modify or repeal the dividend policy or discontinue entirely the payment of dividends.

The ability of our Board of Directors to declare a dividend is also subject to limits imposed by Delaware corporate law. Under Delaware law, our Board of Directors and the boards of directors of our corporate subsidiaries incorporated in Delaware may declare dividends only to the extent of our “surplus,” which is defined as total assets at fair market value minus total liabilities, minus statutory capital, or if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Recent Sales of Unregistered Securities

In addition to restricted stock grants issued to employees under the 2022 Incentive Plan in February 2025, on January 10, 2025, Magnolia Capital Fund exercised, in full, two warrants issued in 2015 and which expire in June 2025 to acquire 51,516 shares of our Class B common stock at an exercise price of $10None.~~00 per share and to acquire 1,262 shares of our Class B common stock at an exercise price of $8.00 per share. No other warrants are issued and outstanding.~~

Equity Compensation Plans

In August 2022, our shareholders approved the 2022 Incentive Plan. Commencing in January 2023, we have issued stock grants under the 2022 Incentive Plan of our Class A common stock to our Chief Financial Officer, ~~Chief Accounting Officer,~~ the president of our billboard subsidiary, the president of our broadband subsidiary, other key employees, and our current and previous independent directors totaling ~~142~~175,~~134~~559 shares. Certain of the grants to the employees and the independent directors are subject to vesting periods of up to three years from the date of grant. The 2022 Incentive Plan currently is authorized to issue 1,575,000 shares of our Class A common stock and maintains an evergreen provision allowing for the issuance of a total of 5% of our issued and outstanding Class A common stock and Class B common stock, which amount is adjusted annually based on shares outstanding at the end of the fiscal year. We currently have 1,~~432~~399,~~866~~ 441 shares available for grant under the 2022 Incentive Plan.

Issuer Purchases of Equity Securities

On ~~July~~November 2314, ~~2024~~2025, the Board approved and authorized the Share Repurchase Program, replacing a share repurchase program ~~(the~~established ~~“Share~~in ~~Repurchase~~2024 ~~Program”)~~which expired on September 30, 2025, pursuant to which ~~the~~we ~~Company~~announced ~~intends~~our intention to repurchase up to $2030 million of ~~its~~our 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 went into effect on or about ~~August 15~~November 18, ~~2024~~ 2025 and will terminate on ~~September~~December 3031, ~~2025~~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 more than 25% of the average daily volume of its stock over the previous 20 trading days. During fiscal ~~2024~~2025, we repurchased ~~111~~444,~~323~~753 shares of our Class A common stock for a total cost of approximately $15,~~589~~800,~~322~~000. No shares were repurchased in 2025 under the prior share repurchase program established in 2024.

Item 6.

Selected Financial Data.

~~Not~~While ~~applicable~~the asCompany weis ~~are~~no longer a “smaller reporting company.” as of the last business day of its most recently completed second fiscal quarter, under the rules and regulations of the Securities and Exchange Commission, the Company may finish reporting using the scaled disclosure afforded to a smaller reporting company for the rest of the fiscal year, including in its Annual Report on Form 10-K.

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Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed below and as set forth under Summary Risk Factors and “Item 1A. Risk Factors.” Please also refer to the section under the heading “Cautionary Note Concerning Forward-Looking Statements.”

Overview

We are currently engaged in outdoor billboard advertising, broadband services, surety insurance and related brokerage businesses, and an asset management business. In addition, we hold minority investments in commercial real estate management and brokerage services, a bank focused on servicing the automotive loan market, and a developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars.

Outdoor Billboard Advertising. In June 2015, we commenced our billboard business operations through acquisitions by Link, our wholly owned subsidiary, of smaller billboard companies located in the Southeast United States and Wisconsin. During July and August 2018, we acquired the membership interest or assets of three larger billboard companies which increased our overall billboard count to approximately 2,900 billboards. In addition, we have made several billboard acquisitions on a smaller scale since that date. We believe that we are a leading outdoor billboard advertising company in the markets we serve in the Midwest. As of December 31, ~~2024~~2025, we operate approximately 43,~~000~~900 billboards with approximately 7,~~600~~500 advertising faces. One of our principal business objectives is to continue to acquire additional billboard assets through acquisitions of existing billboard businesses in the United States when they can be made at what we believe to be attractive prices relative to other opportunities generally available to us.

Surety Insurance. In September 2015, we established an insurance subsidiary, GIG, designed to own and operate insurance businesses generally handling high volume, lower policy limit commercial lines of property and casualty insurance. In April 2016, our surety insurance business commenced with the acquisition of a surety insurance brokerage business with a national internet-based presence. In December 2016, we completed the acquisition of UCS, a surety insurance company, which at that time was licensed to issue surety bonds in only nine states. UCS now has licenses to operate in all 50 states and the District of Columbia. In addition, ~~over the last several years,~~ we have also acquired additional surety insurance brokerage businesses located in various regions of the United States. We may in the future expand the reach of our insurance activities to other forms of insurance which may have similar characteristics to surety, such as high volume and low average policy premium insurance businesses which historically have similar economics.

Broadband Services. In March 2020, we commenced our broadband services business with the acquisition of substantially all of the business assets of FibAire, a rural broadband internet provider that served over 8,000 customers in communities in southern Arizona with a high-speed fixed wireless internet service and is building an all fiber-to-the-home network in select Arizona markets. In December 2020, we acquired substantially all of the business assets of UBB, a broadband internet provider that provided high-speed internet to over 10,000 customers throughout Utah. In September 2021, we announced the launch of Fiber Fast Homes, LLC, which partners with builders, developers and build for rent communities to build fiber-to-the-home infrastructure and provide fiber internet service to residents. In April 2022, we acquired substantially all of the business assets of InfoWest, which are fiber and fixed wireless internet service providers with over 20,000 customers throughout Southern and Central Utah, Northern Arizona and Moapa Valley, Nevada. In addition, over the last few years, we have also acquired additional smaller broadband businesses located in Utah. As of December 31, ~~2024~~2025, we have approximately 4649,~~900~~500 broadband customers (1519,~~600~~900 fiber customers) and 3948,~~800~~300 fiber passings completed. We hope to continue to expand in Arizona, Florida, Nevada, Utah, and other locales.

Investments:

● Since September 2015, we have made a series of investments in commercial real estate, a commercial real estate management, brokerage and related services business as well as an asset management business. We currently own 30% of Logic. On May 1, 2023, our BOAM subsidiary acquired 100% of the membership interests in 24th Street from the members of 24th Street other than BOAM for cash and BOC Class A common stock valued at $5,016,494 in the aggregate. Prior to the transaction, BOAM indirectly owned 48% of the membership interests of 24th Street. The consideration consisted of $2,759,072 in cash at closing, an additional $1,254,102 in cash subject to holdback, and 45,644 shares of BOC Class A common stock (based on the average closing price of BOC Class A common stock for the 30 business day period ending two days before the closing date). The shares issued in the transaction are unregistered and have no registration rights. The purchase agreement also provides for certain payments based on performance to receive the holdback amount and certain other potential limited earnout payments. In addition, we have invested, through one of our subsidiaries, an aggregate of $6 million in the 24th Street Funds. These funds are managed by 24th Street and focus on opportunities within secured lending and direct investments in commercial real estate.

●

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●

In October 2020, our subsidiary BOC Yellowstone served as sponsor for the underwritten initial public offering of a special purpose acquisition company named Yellowstone Acquisition Company, which we refer to as "Yellowstone". Between August and November 2020, we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724 shares of Class B common stock and 7,719,779 non-redeemable private placement warrants, each warrant entitling us to purchase one share of Class A common stock at $11.50 per share. In August 2021, Yellowstone entered into a business combination agreement with Sky Harbour LLC, a developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars. The business combination was completed on January 25, 2022 and Yellowstone changed its name to Sky Harbour Group Corporation. Sky Harbour’s Class A common stock trades on the NYSE American under the symbol “SKYH” and its warrants to purchase Class A common stock trade under the symbol “SKYH.WS.”

●

In July 2023, we invested approximately $3 million in voting preferred stock of MyBundle, a company serving the broadband industry.

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In each of our businesses, we hope to expand our geographic reach and market share and seek to develop a competitive advantage and/or brand name for our services, which we hope will be a differentiating factor for customers. Our insurance market primarily services small contractors, small and medium-sized businesses and individuals required to provide surety bonds (i) in connection with their work for government agencies and others, (ii) in connection with contractual obligations, or (iii) to meet regulatory requirements and other needs. We have expanded the licensing of the UCS business to all 50 states and the District of Columbia and developed and brought to market an electronic portal allowing independent insurance agents to more easily and efficiently purchase surety insurance. In outdoor advertising, our plan is to continue to grow this business through acquisitions of billboard assets. We expect to expand our broadband services in Arizona, Florida, Nevada, Utah and in other locations. In the future, we expect to expand the range of services we provide in the insurance sector, seek to continue to expand our billboard operations and broadband services and to possibly consider acquisitions of other businesses, as well as investments, in other sectors, although we expect to place a primary emphasis on growing our existing business lines over the next several years. Our decision to expand outside of these current business sectors we serve or in which we have made investments will be based on the opportunity to acquire businesses which we believe provide the potential for sustainable earnings at an attractive level relative to capital employed and, with regard to investment, we believe have the potential to provide attractive returns.

We seek to enter markets where we believe demand for our services will grow in the coming years due to certain barriers to entry and/or to anticipated long-term demand for these services. In the outdoor billboard business, government restrictions often limit the number of additional billboards that may be constructed. At the same time, advances in billboard technology provide the opportunity to improve revenues through the use of digital display technologies and other new technologies. In the surety insurance business, new insurance companies must be licensed by state agencies that impose capital, management and other strict requirements on these insurers. These hurdles are at the individual state level, with statutes often providing wide latitude to regulators to impose judgmental requirements upon new entrants. In addition, new distribution channels in certain areas of surety may provide a new opportunity. In the real estate management services market, we believe the continued growth of commercial real estate in many sections of the United States will provide opportunities for management services for the foreseeable future. We also believe our investment in both CB&T and Sky Harbour has provided each company the opportunity to significantly grow its business. We invest our available capital and the surplus capital from UCS in a wide range of securities, including equity securities of public companies, various corporate and government bonds and U.S. treasuries. In broadband services, we believe that our fiber-to-the-home services can compete with traditional cable operators as broadband provides higher rates of transmission and improved speed to consumers and that, once built, other competitors may be less willing to compete in communities which we serve.

How We Generate Our Revenues and Evaluate Our Business

We currently generate revenues primarily through billboard advertising and related services, from the sale of surety insurance and related brokerage activities, by providing high-speed broadband services, and asset management services. Revenue for outdoor advertising space rental is recognized on a straight-line basis over the term of the contract and advertising revenue is reported net of agency commissions. Payments received in advance of being earned are recorded as deferred revenue. In our surety insurance business, premiums written are recognized as revenues based on a pro rata daily calculation over the respective terms of the policies in-force. Unearned premiums represent the portion of premiums written applicable to the unexpired term of the policies in-force. In connection with our surety agency business, insurance commissions are recognized at a point in time, on a bond-by-bond basis as of the policy effective date and are generally nonrefundable. In our broadband business, revenue is derived principally from internet services and is recognized on a straight-line basis over the term of the contract in the period the services are rendered. Revenue received or receivable in advance of the delivery of services is included in deferred revenue.

Segment gross profit is a key metric that we use to evaluate segment operating performance and to determine resource allocation between segments. We define segment gross profit as segment revenues less segment direct cost of services. In our billboard business, direct cost of services includes land leases, utilities, repairs and maintenance of equipment, sales commissions, contract services, and other billboard level expenses. In our broadband business, direct costs of services includes network operations and data costs, software costs, cell site rent and utilities, and other broadband level expenses. In our surety business, direct cost of services includes commissions, premium taxes, fees and assessments, and losses and loss adjustment expenses.

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Results of Operations

Year Ended December 31, ~~2024~~2025 Compared to Year Ended December 31, ~~2023~~2024

The following is a comparison of our results of operations for the year ended December 31, ~~2024~~2025, which we refer to as “fiscal ~~2024~~2025,” compared to the year ended December 31, ~~2023~~2024 which we refer to as “fiscal ~~2023~~2024.”

Revenues. For fiscal ~~2024~~2025 and fiscal ~~2023~~2024, our revenues in dollars and as a percentage of total revenues were as follows:

	For the Years Ended December 31,
	2024					2023					2024 vs 2023
	2025					2024					2025 vs 2024
	Amount		As a % of Total Revenues			Amount		As a % of Total Revenues			$ Variance
Revenues:
Billboard rentals, net	$	45,~~153~~851,~~076~~335		4140.71	%	$	4245,~~940~~153,~~369~~076		4441.67	%	$	2698,~~212,707~~259
Broadband services		3941,~~098~~194,~~228~~668		36.10	%		3539,~~340~~098,~~502~~228		36.71	%		32,~~757~~096,~~726~~440
Premiums earned		1923,~~759~~182,~~540~~446		1820.23	%		1319,~~932~~759,~~659~~540		1418.52	%		53,~~826~~422,~~881~~906
Insurance commissions		12,~~962~~057,~~692~~170		1.8	%		1,~~884~~962,~~007~~692		21.08	%		7894,~~685~~478
Investment and other income		2,~~301~~090,~~365~~729		21.28	%		2,~~156~~301,~~199~~365		2.2	%		~~145~~(210,~~166~~636	)
Total Revenues	$	~~108~~114,~~274~~376,~~901~~348		100.0	%	$	96108,~~253~~274,~~736~~901		100.0	%	$	126,~~021~~101,~~165~~447

We realized total revenues of $~~108~~114,~~274~~376,~~901~~ 348 during fiscal ~~2024~~2025, an increase of ~~12.~~5.6% over revenues of $96108,~~253~~274,~~736~~ 901 during fiscal ~~2023~~2024. The key factors impacting revenue across each of our businesses during fiscal ~~2024~~2025 were as follows:

● Net billboard rentals increased by 51.25% in fiscal ~~2024~~2025 when compared to fiscal ~~2023~~2024, reflecting ansteady ~~improvement in~~ rental and occupancy rates across a number of our markets.

● Revenue from broadband services increased by 105.64% in fiscal ~~2024~~2025 when compared to fiscal ~~2023~~2024, mainly reflecting subscriber growth across a number of our markets.

● Premiums earned from our UCS insurance subsidiary increased by 4117.83% in fiscal ~~2024~~2025 when compared to the fiscal ~~2023~~2024. The increase in premiums earned was primarily due to increases in gross written premium production throughout fiscal ~~2024~~2025. We recognize revenues for written premium over the life of the surety bond and, as a result, increased sales activities are not fully reflected in the quarter in which the surety bond is issued.

● Revenue from insurance commissions generated by our surety brokerage operations increased by 4.28% in fiscal ~~2024~~2025 when compared to fiscal ~~2023~~2024, mainly due to increased production through outside insurance carriers.

● Investment and other income at UCS and BOAM ~~increased~~decreased by 69.72% from $2,~~156~~301,~~199~~365 in fiscal ~~2023~~2024 to $2,~~301~~090,~~365~~729 in fiscal ~~2024~~2025, mainly due to winding down BOAM's operations.

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Expenses. For fiscal ~~2024~~2025 and fiscal ~~2023~~2024, our expenses in dollars and as a percentage of total revenues were as follows:

	For the Years Ended December 31,
	2024						2023					2024 vs 2023
	2025						2024					2025 vs 2024
	Amount			As a % of Total Revenues			Amount		As a % of Total Revenues			$ Variance
Costs and Expenses:
Cost of billboard revenues	$	1514,~~496~~931,~~805~~320			1413.30	%	$	15,~~136~~496,~~817~~805		1514.73	%	$	~~359~~(565,~~988~~485	)
Cost of broadband revenues		9,~~444~~701,~~030~~996			8.75	%		9,~~955~~444,~~518~~030		108.37	%		~~(511~~257,~~488~~966	)
Cost of insurance revenues		914,~~400~~432,~~691~~722			812.76	%		69,~~808~~400,~~167~~691		78.17	%		25,~~592~~032,~~524~~031
Employee costs		3834,~~146~~284,~~193~~576			3529.29	%		3238,~~561~~146,~~929~~193		3335.82	%		5(3,~~584~~861,~~264~~617	)
Professional fees		4,~~898~~117,~~144~~922			43.56	%		4,~~665~~898,~~515~~144		4.95	%		~~232~~(780,~~629~~222	)
General and administrative		1615,~~237~~882,~~654~~612			1513.09	%		16,~~112~~237,~~243~~654		1615.80	%		~~125~~(355,~~411~~042	)
Depreciation		1417,~~495~~020,~~747~~257			1314.49	%		1214,~~155~~495,~~096~~747		1213.64	%		2,~~340~~524,~~651~~510
Amortization		7,~~683~~751,~~952~~053			76.18	%		7,~~409~~683,~~939~~952		7.71	%		~~274~~67,~~013~~101
Accretion		~~218~~217,~~472~~876			0.2	%		~~216~~218,~~501~~472		0.2	%		~~1,971~~(596	)
Loss on disposition of assets		720,691			0.7	%		84,414		0.1	%		636,277
(Gain) loss on disposition of assets		(35,839	)		(0.0	%)		720,691		0.7	%		(756,530	)
Total Costs and Expenses	$	~~116~~118,~~742~~304,~~379~~495			~~107~~103.84	%	$	~~105~~116,~~106~~742,~~139~~379		~~109~~107.28	%	$	111,~~636~~562,~~240~~116

During fiscal ~~2024~~2025, we had total costs and expenses of $~~116~~118,~~742~~304,~~379~~495, as compared to total costs and expenses of $~~105~~116,~~106~~742,~~139~~379 in fiscal ~~2023~~2024. Total costs and expenses as a percentage of revenues decreased from ~~109~~107.28% in fiscal ~~2023~~2024 to ~~107~~103.84% in fiscal ~~2024~~2025. The key factors impacting costs and expenses across each of our businesses during fiscal ~~2024~~2025 were as follows:

● Cost of billboard revenues decreased as a percentage of billboard revenues from 3534.23% in fiscal ~~2023~~2024 to 3432.36% in fiscal ~~2024~~2025. The decrease was mainly ~~related~~driven toby lower ~~ground~~commissions ~~rent~~paid ~~expense~~ and other ~~costs~~billboard ofcost ~~revenues as a percentage~~ of ~~billboard~~ revenues.

● Cost of broadband revenues decreased as a percentage of broadband revenues from 2824.2% in fiscal ~~2023~~2024 to 2423.26% in fiscal ~~2024~~2025. The decrease was mainly driven by lower ~~commissions paid within~~ other broadband ~~costs~~cost of revenues asand ~~well~~software ~~as reduced maintenance~~ costs ~~and~~as ~~cell~~well ~~site~~as ~~rent~~organic ~~related~~revenue togrowth within our ~~fixed wireless networks as a percentage of~~ broadband ~~revenues~~businesses.

● Cost of insurance revenues increased as a percentage of insurance revenues from 3839.54% in fiscal ~~2023~~2024 to 3953.40% in fiscal ~~2024~~2025. The increase was mainly ~~due~~driven toby an increase in commissions paid as well as higher loss and loss adjustment expense asmainly adue ~~percentage~~to ofan ~~insurance~~increase ~~revenues,~~in ~~which~~claim ~~was~~payments. ~~partially~~Losses ~~offset~~and byloss ~~lower~~adjustment ~~commissions~~expenses ~~paid~~are asprimarily reserved monthly based on a percentage of ~~insurance~~earned ~~revenues~~premiums.

● Employee costs in fiscal ~~2024~~2025 were $3834,~~146~~284,~~193~~576, or 3530.20% of total revenues, as compared to $3238,~~561~~146,~~929~~193, or 3335.82% in fiscal ~~2023~~2024. The ~~increase~~decrease ~~as a percentage of total revenues~~ was mainly driven by one-time severance and bonus payments to our former Co-CEO as a part of his separation and stock repurchase agreement during the second quarter of fiscal 2024. Excluding the one-time severance and bonus payments, employee costs would have ~~decreased~~been to 32.1% of total revenues in fiscal 2024.

● Professional fees in fiscal ~~2024~~2025 were $4,~~898~~117,~~144~~922, or 43.56% of total revenues, as compared to $4,~~665~~898,~~515~~144, or 4.95% of total revenues, in fiscal ~~2023~~2024. ~~Excluding~~The decrease was mainly driving by the one-time ~~professional~~legal fees associated with our former Co-CEO's separation and stock repurchase agreement, ~~professional~~during ~~fees~~the ~~would~~second ~~have~~quarter ~~decreased to 3.8%~~ of ~~total revenues in~~ fiscal 2024.

● General and administrative expenses in fiscal ~~2024~~2025 were $1615,~~237~~882,~~654~~612, or 1513.09% of total revenues, as compared to $16,~~112~~237,~~243~~654, or 1615.80% of total revenues, in fiscal ~~2023~~2024. The decrease ~~as a percentage of total revenues~~ was mainly driven by ~~higher~~expense ~~organic~~reductions ~~revenue growth~~ within our ~~billboard,~~asset ~~broadband~~management and ~~insurance~~broadband businesses. asThe ~~well~~decrease aswas ~~lower~~partially ~~general~~offset ~~and~~by ~~administrative~~an increase in expenses within our insurance business and at Boston Omaha's parent company.

● Non-cash expenses in fiscal ~~2024~~2025 included $1417,~~495~~020,~~747~~257 in depreciation expense, $7,~~683~~751,~~952~~053 in amortization expense, and $~~218~~217,~~472~~876 in accretion expense mainly related to asset retirement obligations for certain billboard ~~and broadband~~ assets. The increase in depreciation expense is mainly driven by continued capital investments within our broadband businesses.

Net Loss from Operations. Net loss from operations in fiscal ~~2024~~2025 was $83,~~467~~928,~~478~~147, or 73.84% of total revenues, as compared to a net loss from operations of $8,~~852~~467,~~403~~478, or 97.28% of total revenues, in fiscal ~~2023~~2024. The decrease in net loss from operations was primarily due to one-time costs associated with our former Co-CEO's separation and stock repurchase agreement during the second quarter of fiscal 2024, improved operations within our ~~billboard,~~ broadband and ~~insurance~~billboard businesses, ~~which~~ ~~were~~and ~~partially~~lower ~~offset~~expenses bywithin ~~one-time~~our ~~costs~~asset ~~associated~~management ~~with~~business, which ~~our~~were ~~former~~partially ~~Co-CEO's~~offset ~~separation~~by ~~agreement~~higher ~~and an~~commissions ~~increase~~paid inand ~~depreciation~~loss ~~expense~~and ~~related~~loss toadjustment ~~continued~~expense ~~capital investments~~ within our ~~broadband~~insurance ~~businesses~~business. Our net loss from operations included $2224,~~398~~989,~~171~~186 from non-cash amortization, depreciation and accretion expenses in fiscal ~~2024~~2025, as compared to $1922,~~781~~398,~~536~~171 in fiscal ~~2023~~2024.

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Other Income (Expense). During fiscal ~~2024~~2025, we had net other ~~income~~expense of $1114,~~564~~456,~~072~~549. Net other ~~income~~expense included ~~$29,059,717~~(i) in other investment ~~income~~losses of $19,874,269 mainly driven by a $1617,~~983~~554,~~514~~005 unrealized ~~gain~~loss on the Sky Harbour warrants held by Boston Omaha~~, other~~ ~~investment~~as ~~income~~these ofwarrants ~~$7,815,912 primarily~~are ~~related~~valued tobased ~~the~~on ~~sale~~a ~~of real~~mark-to-market ~~estate~~reporting ~~properties~~method and losses of $6,920,718 within BOAM primarily related to changes in the fair value of ~~remaining~~the underlying assets within the 24th Street ~~Funds~~ and BFR ~~Fund~~Funds, ~~$1,957,056~~ inwhich ~~non-cash~~were ~~gains~~partially ~~associated~~offset ~~with~~by ~~the transfer of Sky Harbour Class A common stock to our former Co-CEO as a part of his separation and stock repurchase agreement,~~ $14,~~137~~134,~~684~~847 in realized gains on the sale of ~~285~~730,~~442~~ 095 shares of Sky Harbour Class A common stock, ~~and interest~~ and ~~dividend~~(ii) ~~income~~interest expense of $12,~~385~~330,~~884~~043 mainly incurred under Link's term loan and revolver and BOB's credit facility. These items were partially offset by aincome ~~loss~~ of $176,~~283~~544,~~281~~671 from unconsolidated affiliates mainly related to ~~non-cash losses from~~ our equity method position in Sky Harbour and interest ~~expense~~and dividend income of $1,~~598~~203,~~248 mainly incurred under Link's term loan and revolver~~092. During fiscal ~~2023~~2024, we had net other ~~expense~~income of $~~294~~11,~~060~~564,072. Net other ~~expense~~income included a$29,059,717 ~~loss~~in ofother investment income mainly driven by a $716,~~888~~983,~~765~~514 unrealized ~~from~~gain ~~unconsolidated~~on ~~affiliates~~the Sky Harbour warrants held by Boston Omaha, ~~mainly~~other ~~related~~investment toincome of $137,~~149~~815,~~861~~912 primarily inrelated ~~non-cash~~to ~~losses~~the ~~from~~sale ~~our~~of real ~~equity~~estate and ~~method~~changes ~~position~~ in ~~Sky~~the ~~Harbour,~~fair ~~which~~value ~~was~~of ~~partially~~remaining ~~offset~~assets bywithin the 24th Street Funds and BFR Fund, $41,~~630~~957,~~610~~056 in non-cash gains ~~recognized~~associated inwith ~~May~~the ~~2023~~transfer ~~due~~of Sky Harbour Class A common stock to our ~~purchase~~former ofCo-CEO ~~the~~as ~~membership~~a ~~interests~~part inof ~~24th~~his ~~Street~~separation ~~held~~and bystock ~~third~~repurchase ~~parties~~agreement, ~~resulting~~ $1,137,684 in realized gains on the ~~remeasurement~~sale of ~~our~~285,442 shares ~~previously-held~~of ~~interest~~Sky inHarbour ~~24th~~Class ~~Street~~A common stock, and interest ~~expense~~and dividend income of $1,~~147~~385,~~234 mainly incurred under Link's term loan~~884. These items were partially offset by a loss of $617,~~132~~283,~~791 in~~281 ~~other~~from ~~investment~~unconsolidated ~~income~~ affiliates mainly related to ~~public~~non-cash ~~securities~~losses ~~held~~from byour ~~Boston~~equity ~~Omaha~~method ~~and~~position ~~UCS~~in Sky Harbour and interest ~~and~~expense ~~dividend income~~ of $21,~~609~~598,~~148~~248 mainly incurred under Link's term loan and revolver.

Generally accepted accounting principles ("GAAP") requires us to include the unrealized changes in market prices of investments in public equity securities in our reported earnings. Due to the size of our percentage ownership interest in Sky Harbour's Class A common stock and our right to elect one of the seven members of Sky Harbour's Board of Directors, our investment is recorded under the equity method and, in contrast to our mark-to-market quarterly valuation of our Sky Harbour warrants, we do not include any unrealized gains or losses related to the change in Sky Harbour's Class A common stock price in our reported earnings. In the future, if we are deemed to no longer have significant influence, we may no longer be able to record our investment under the equity method and will be required to include any unrealized gains or losses related to the change in Sky Harbour's stock price in our reported earnings. While we intend to hold our current securities for the longer term, we may in the future choose to sell them for a variety of reasons resulting in realized losses or gains.

Additionally, we have evaluated our investment in Sky Harbour as of December 31, ~~2024~~2025, and determined that there was not an other-than-temporary impairment. Our conclusion was based on several contributing factors, including: (i) our assessment that the underlying business and financial condition of Sky Harbour is favorable, (ii) Sky Harbour's stock price trading above our carrying value for an extended period of time, and (iii) our ability and intent to hold the investment. We will continue to review our investment in Sky Harbour for an other-than-temporary impairment on a quarterly basis or upon the occurrence of certain events. If Sky Harbour's stock price drops below our carrying value of $56.8036 per share for a sustained period of time, it will likely result in an impairment of our investment. There may also be a future impairment of our investment if our expectations about Sky Harbour's prospective results of operations and cash flows decline, which could be influenced by a variety of factors including adverse market conditions.

Net Loss Attributable to Common Stockholders. We had a net loss attributable to common stockholders in the amount of $112,~~292~~427,~~450~~540 in fiscal ~~2024~~2025, or a loss per share of $0.0440, based on 31,~~496~~413,~~857~~ 667 diluted weighted average shares outstanding. This is compared to a net loss attributable to common stockholders of $71,~~004~~292,~~009~~ 450 in fiscal ~~2023~~2024, or a loss per share of $0.2304, based on 31,~~092~~496,~~850~~ 857 diluted weighted average shares outstanding.

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The following tables report results for the following four segments in which we operate: billboards, broadband, insurance and asset management for fiscal ~~2024~~2025 and fiscal ~~2023~~2024:

Results of Billboard Operations

	For the Years Ended December 31,
	2024						2023
	2025						2024
	Amount			As a % of Segment Operating Revenues			Amount			As a % of Segment Operating Revenues
Operating Revenues
Billboard rentals, net	$	45,~~153~~851,~~076~~335			100.0	%	$	4245,~~940~~153,~~369~~076			100.0	%
Cost of Revenues
Ground rents		8,~~241~~468,~~212~~658			18.35	%		78,~~981~~241,~~107~~212			18.63	%
Utilities		1,~~846~~884,~~056~~017			4.1	%		1,~~790~~846,~~349~~056			4.21	%
Commissions paid		32,~~543~~857,~~865~~484			76.82	%		3,~~409~~543,~~923~~865			7.98	%
Other costs of revenues		1,~~865~~721,~~672~~161			43.18	%		1,~~955~~865,~~438~~672			4.51	%
Total cost of revenues		1514,~~496~~931,~~805~~320			3432.36	%		15,~~136~~496,~~817~~805			3534.23	%
Gross margin		2930,~~656~~920,~~271~~015			6567.74	%		2729,~~803~~656,~~552~~271			6465.87	%
Other Operating Expenses
Employee costs		78,~~812~~621,~~497~~513			1718.38	%		7,~~072~~812,~~960~~497			1617.53	%
Professional fees		~~223~~290,~~165~~820			0.56	%		~~804~~223,~~203~~165			10.95	%
General and administrative		4,~~033~~042,~~121~~182			8.98	%		34,~~902~~033,~~279~~121			98.19	%
Depreciation		5,~~151~~311,~~286~~586			11.46	%		5,~~075~~151,~~358~~286			11.84	%
Amortization		3,~~902~~885,~~738~~881			8.75	%		3,~~933~~902,~~290~~738			98.17	%
Accretion		204,~~659~~101			0.5	%		~~199~~204,~~211~~659			0.5	%
Loss on disposition of assets		63,455			0.1	%		206,832			0.5	%
(Gain) loss on disposition of assets		(76,985	)		(0.2	%)		63,455			0.1	%
Total expenses		2122,~~390~~279,~~921~~098			4748.46	%		21,~~194~~390,~~133~~921			4947.4	%
Segment Income from Operations		8,~~265~~640,~~350~~917			18.38	%		68,~~609~~265,~~419~~350			1518.43	%
Interest expense, net		(1,~~410~~467,~~216~~443	)		(3.12	%)		(~~956~~1,~~251~~410,216	)		(23.21	%)
Net Income Attributable to Common Stockholders	$	67,~~855~~173,~~134~~474			15.26	%	$	56,~~653~~855,~~168~~134			1315.2	%

Comparison of Fiscal ~~2024~~2025 to Fiscal ~~2023~~2024. In fiscal ~~2024~~2025, there was a 51.25% increase in net billboard revenues from fiscal ~~2023~~2024, reflecting ansteady ~~improvement in~~ rental and occupancy rates across a number of our markets. This growth was achieved despite the headwind of last year's political spend, which did not repeat in fiscal 2025. The key factors affecting our billboard operations results during fiscal ~~2024~~2025 were as follows:

● Ground rent expense ~~decreased~~ as a percentage of total segment operating revenues increased from 18.63% in fiscal ~~2023~~2024 to 18.35% in fiscal ~~2024~~2025.

● Commissions paid ~~decreased~~ as a percentage of total segment operating revenues decreased from 7.98% in fiscal ~~2023~~2024 to 76.82% in fiscal ~~2024~~2025. The decrease is mainly due to the change in Link's management compensation structure to align with strategic goals whereby certain commissions were replaced by other compensation reported under employee costs, as stated below.

● Employee costs ~~increased~~ as a percentage of total segment operating revenues increased from 1617.53% in fiscal ~~2023~~2024 to 1718.38% in fiscal ~~2024~~2025. The increase is mainly due to the filling of open positions to align processes and lower operating costs in other expense categories as well as the change in Link's management compensation structure whereby, as stated above, certain commissions were replaced by other compensation reported under employee costs.

● General and administrative expenses ~~decreased~~ as a percentage of total segment operating revenues decreased from 98.19% in fiscal ~~2023~~2024 to 8.98% in fiscal ~~2024~~2025.

● Depreciation and amortization expense as a percentage of total segment operating revenues ~~decreased~~were ~~from~~ 11.86% and 98.15% in fiscal ~~2023~~2025 compared to 11.4% and 8.7% in fiscal 2024, respectively.

● Net interest expense was $1,~~410~~467,~~216~~443 in fiscal ~~2024~~2025 compared to net interest expense of $~~956~~1,~~251~~410,216 in fiscal ~~2023~~2024. The increase is mainly driven by the ~~additional borrowings on the~~ revolving line of credit.

4845

Table of Contents

Results of Broadband Operations

	For the Years Ended December 31,
	2024						2023
	2025						2024
	Amount			As a % of Segment Operating Revenues			Amount			As a % of Segment Operating Revenues
Operating Revenues
Broadband revenues	$	3941,~~098~~194,~~228~~668			100.0	%	$	3539,~~340~~098,~~502~~228			100.0	%
Cost of Revenues
Network operations and data costs		5,~~081~~461,~~153~~665			13.03	%		5,~~268~~081,~~526~~153			1413.90	%
Software costs		~~798~~741,~~992~~771			2.1.8	%		~~722~~798,~~198~~992			2.1	%
Cell site rent and utilities		1,~~415~~398,~~053~~994			3.64	%		1,~~597~~415,~~681~~053			43.56	%
Other costs of revenues		2,~~148~~099,~~832~~566			5.51	%		2,~~367~~148,~~113~~832			65.75	%
Total cost of revenues		9,~~444~~701,~~030~~996			2423.26	%		9,~~955~~444,~~518~~030			2824.2	%
Gross margin		2931,~~654~~492,~~198~~672			7576.84	%		2529,~~384~~654,~~984~~198			7175.8	%
Other Operating Expenses
Employee costs		1514,~~541~~546,~~832~~120			3935.73	%		1415,~~527~~541,~~407~~832			4139.17	%
Professional fees		~~850~~507,~~528~~448			21.2	%		~~823~~850,~~969~~528			2.32	%
General and administrative		76,~~418~~904,~~184~~287			1916.08	%		7,~~093~~418,~~277~~184			2019.10	%
Depreciation		911,~~078~~417,~~651~~378			2327.27	%		69,~~816~~078,~~929~~651			1923.32	%
Amortization		3,~~509~~566,~~856~~037			98.07	%		3,~~316~~509,~~403~~856			9.40	%
Accretion		13,~~813~~775			0.0	%		1713,~~290~~813			0.0	%
Loss (gain) on disposition of assets		657,236			1.7	%		(122,418	)		(0.3	%)
Loss on disposition of assets		41,146			0.1	%		657,236			1.7	%
Total expenses		3736,~~070~~996,~~100~~191			9489.8	%		3237,~~472~~070,~~857~~100			9194.98	%
Segment Loss from Operations		(75,~~415~~503,~~902~~519	)		(1913.04	%)		(7,~~087~~415,~~873~~902	)		(2019.10	%)
Interest (expense) income, net		(32,019	)		(0.1	%)		17,664			0.1	%
Interest expense, net		(583,887	)		(1.4	%)		(32,019	)		(0.1	%)
Noncontrolling interest in subsidiary loss		-			-			75,008			0.2	%
Noncontrolling interest in subsidiary income		(15,304	)		(0.0	%)		-			-
Net Loss Attributable to Common Stockholders	$	(76,~~447~~102,~~921~~710	)		(1914.18	%)	$	(67,~~995~~447,~~201~~921	)		(19.81	%)

Comparison of Fiscal ~~2024~~2025 to Fiscal ~~2023~~2024. In fiscal ~~2024~~2025, total operating revenues increased by 105.64% when compared to fiscal ~~2023~~2024 mainly reflecting subscriber growth across a number of our markets. The key factors affecting our broadband operations results during fiscal ~~2024~~2025 were as follows:

● Network operations and data costs ~~decreased~~ as a percentage of total segment operating revenues increased from 1413.90% in fiscal ~~2023~~2024 to 13.03% in fiscal ~~2024~~2025. The ~~decrease~~increase is mainly driven by ~~reduced~~increased ~~maintenance~~cell site circuit costs related to ~~our~~new ~~fixed~~project ~~wireless networks~~developments.

● Other costs of revenues ~~decreased~~ as a percentage of total segment operating revenues decreased from 65.75% in fiscal ~~2023~~2024 to 5.51% in fiscal ~~2024~~2025. The decrease is mainly driven by ~~lower~~a ~~commissions~~focused ~~paid~~effort to reduce spending within our broadband businesses.

● Employee costs ~~decreased~~ as a percentage of total segment operating revenues decreased from 4139.17% in fiscal ~~2023~~2024 to 3935.73% in fiscal ~~2024~~2025. The decrease is mainly driven by ~~organic~~headcount ~~revenue~~reductions ~~growth~~within ~~withing~~ our broadband businesses.

● ~~General~~Professional ~~and~~fees ~~administrative expenses decreased~~ as a percentage of total segment operating revenues decreased from 202.12% in fiscal ~~2023~~2024 to 191.02% in fiscal ~~2024~~2025. The decrease is mainly driven by ~~organic~~one-time ~~revenue~~consulting ~~growth~~fees ~~within~~in ~~our~~fiscal ~~broadband~~2024 ~~businesses~~related to government program applications.

● ~~Depreciation~~General and ~~amortization~~administrative ~~expense~~expenses ~~increased~~as bya ~~$2,261,722~~percentage ~~and~~of ~~$193,453,~~total ~~respectively,~~segment operating revenues decreased from 19.0% in fiscal ~~2023.~~2024 ~~The~~to ~~increase~~16.8% in ~~depreciation~~fiscal ~~expense~~2025. The decrease is mainly driven by ~~continued~~a ~~capital~~focused ~~investments~~effort ~~across~~to ~~all~~reduce ofgeneral and administrative spending within our broadband businesses.

● ~~The~~Depreciation expense increased by $~~657~~2,~~236~~338,727 ~~loss~~from onfiscal ~~disposition~~2024. ofThe ~~assets~~increase in ~~fiscal~~depreciation ~~2024~~expense ~~was~~is mainly ~~related~~driven toby ~~projects~~continued ~~that~~capital weinvestments ~~decided~~across toall ~~pause~~of ~~indefinitely within~~ our ~~FFH~~broadband ~~business~~businesses.

49 ● Net interest expense was $583,887 in fiscal 2025 compared to $32,019 in fiscal 2024. The increase is mainly driven by the borrowings on the BOB credit facility.

Table of Contents

Results of Insurance Operations

	For the Years Ended December 31,
	2024						2023
	2025						2024
	Amount			As a % of Segment Operating Revenues			Amount		As a % of Segment Operating Revenues
Operating Revenues
Premiums earned	$	1923,~~759~~182,~~540~~446			8285.91	%	$	1319,~~932~~759,~~659~~540		7882.79	%
Insurance commissions		12,~~962~~057,~~692~~170			87.26	%		1,~~884~~962,~~007~~692		108.62	%
Investment and other income		21,~~129~~996,~~218~~819			87.93	%		12,~~889~~129,~~225~~218		108.79	%
Total operating revenues		2327,~~851~~236,~~450~~435			100.0	%		1723,~~705~~851,~~891~~450		100.0	%
Cost of Revenues
Commissions paid		57,~~707~~113,~~648~~926			2326.91	%		45,~~387~~707,~~088~~648		2423.89	%
Premium taxes, fees, and assessments		~~519~~659,~~588~~453			2.24	%		~~376~~519,~~828~~588		2.12	%
Losses and loss adjustment expense		36,~~173~~659,~~455~~343			1324.35	%		23,~~044~~173,~~251~~455		1113.63	%
Total cost of revenues		914,~~400~~432,~~691~~722			3953.40	%		69,~~808~~400,~~167~~691		3839.54	%
Gross margin		1412,~~450~~803,~~759~~713			6047.60	%		1014,~~897~~450,~~724~~759		6160.56	%
Other Operating Expenses
Employee costs		89,~~499~~265,~~669~~087			3534.60	%		68,~~500~~499,~~480~~669		3635.76	%
Professional fees		~~487~~1,~~447~~116,729			24.01	%		~~596~~487,~~245~~447		32.40	%
General and administrative		23,~~647~~098,~~495~~548			11.14	%		12,~~970~~647,~~121~~495		11.1	%
Depreciation		~~154~~180,~~897~~380			0.76	%		~~152~~154,~~388~~897		0.97	%
Amortization		160,~~247~~246			0.76	%		160,~~246~~247		0.97	%
Total expenses		1113,~~949~~820,~~755~~990			50.17	%		911,~~379~~949,~~480~~755		5350.01	%
Segment Income from Operations		2,501,004			10.5	%		1,518,244		8.5	%
Segment (Loss) Income from Operations		(1,017,277	)		(3.7	%)		2,501,004		10.5	%
Other investment income		~~218~~301,~~015~~915			01.91	%		~~538~~218,~~621~~015		30.19	%
Net Income Attributable to Common Stockholders	$	2,719,019			11.4	%	$	2,056,865		11.6	%
Equity in income of unconsolidated affiliates		1,853,386			6.8	%		-		-
Net Income Attributable to Common Stockholders	$	1,138,024			4.2	%	$	2,719,019		11.4	%

Comparison of Fiscal ~~2024~~2025 to Fiscal ~~2023~~2024. In fiscal ~~2024~~2025, total operating revenues increased by 3414.72% when compared to fiscal ~~2023~~2024, mainly due to increased earned premiums at our UCS insurance subsidiary. The key factors affecting our insurance operations results during fiscal ~~2024~~2025 were as follows:

● Premiums earned from our UCS insurance subsidiary increased 4117.83% in fiscal ~~2024~~2025 when compared to fiscal ~~2023~~2024. The increase in premiums earned was primarily due to increases in ~~gross written premium~~ production throughout fiscal ~~2024~~2025. We recognize revenues for written premium over the life of the surety bond and, as a result, increased sales activities are not fully reflected in the quarter in which the surety bond is issued.

● Insurance commissions generated by our surety brokerage operations increased by 4.28% in fiscal ~~2024~~2025 when compared to fiscal ~~2023~~2024, mainly due to increased production through outside insurance carriers.

● ~~Commissions~~Investment ~~paid~~and asother aincome ~~percentage~~at ofUCS ~~total~~decreased ~~segment~~from ~~operating~~$2,129,218 ~~revenues~~in ~~decreased~~fiscal ~~from~~2024 ~~24.8%~~to $1,996,819 in fiscal ~~2023~~2025, mainly due to ~~23.9%~~a decrease in ~~fiscal~~yields ~~2024~~on invested assets.

● ~~Losses~~Commissions ~~and~~paid ~~loss adjustment expenses~~ as a percentage of ~~insurance~~total segment operating revenues increased from 1123.69% in fiscal ~~2023~~2024 to 1326.31% in fiscal ~~2024.~~2025, ~~Losses~~mainly ~~and~~due ~~loss~~to ~~adjustment~~increased ~~expenses~~production ~~are~~from ~~reserved~~non-affiliated ~~monthly~~insurance ~~based~~brokerage ~~on a percentage of earned premium~~firms.

● ~~Employee~~Losses ~~costs~~and ~~decreased~~loss adjustment expenses as a percentage of ~~total~~insurance ~~segment operating~~ revenues increased from 3613.73% in fiscal ~~2023~~2024 to 3524.65% in fiscal ~~2024~~2025, mainly due to an increase in claim payments. ~~The~~Losses ~~decrease~~and isloss ~~mainly~~adjustment ~~driven~~expenses byare ~~organic~~primarily ~~revenue~~reserved ~~growth~~monthly ~~within~~based ~~our~~on ~~insurance~~a ~~businesses~~percentage of earned premiums.

● ~~General~~Employee ~~and~~costs ~~administrative expenses remained flat~~ as a percentage of total segment operating revenues atdecreased 11from 35.16% in fiscal ~~2023~~2024 ~~and~~to 34.0% in fiscal ~~2024~~2025. The decrease is mainly driven by organic revenue growth within our insurance businesses, which was partially offset by an increase in headcount and higher salary costs.

● ~~During~~Professional ~~fiscal~~fees ~~2024,~~as ~~our~~a ~~segment~~percentage ~~income~~of ~~from~~total ~~insurance~~segment ~~operations~~operating ofrevenues ~~$2,501,004 was~~ increased ~~by other investment income of $218,015 mainly~~ from ~~realized~~2.0% ~~gains on the sale of investments~~ in ~~publicly~~fiscal ~~held securities. As of December 31,~~ 2024, ~~UCS~~to ~~had~~4.1% ~~$2,393,260~~ in ~~publicly~~fiscal ~~held securities (marked to market) and $8~~2025,~~859,330~~ inmainly ~~Sky~~due ~~Harbour Class A common stock (equity method). We expect~~ to ~~continue~~fees toassociated ~~invest a portion of our excess capital in accordance~~ with ~~insurance~~several ~~regulatory~~internal ~~limitations in both publicly traded equity securities and bonds~~projects. ~~These investments are subject to the risk of loss in value depending upon market conditions and factors outside of our control.~~

50 ● General and administrative expenses as a percentage of total segment operating revenues increased from 11.1% in fiscal 2024 to 11.4% in fiscal 2025, mainly due to an increase in rent costs and software development costs related to IT projects.

●

During fiscal 2025, UCS had equity in income of unconsolidated affiliates of $1,853,386 related to UCS' investment in Sky Harbour Class A common stock and $301,915 in other investment income from realized and unrealized gains on investments in publicly held securities. As of December 31, 2025, UCS had $868,043 in publicly held securities (marked to market) and $17,533,794 in Sky Harbour Class A common stock (equity method). We expect to continue to invest a portion of our excess capital in accordance with insurance regulatory limitations in both publicly traded equity securities and bonds. These investments are subject to the risk of loss in value depending upon market conditions and factors outside of our control.

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Results of Asset Management Operations

	For the Years Ended December 31,
	2024						2023
	2025						2024
	Amount			As a % of Segment Operating Revenues			Amount			As a % of Segment Operating Revenues
Operating Revenues
Investment and other income	$	~~172~~93,~~147~~910			100.0	%	$	~~266~~172,~~974~~147			100.0	%
Cost of Revenues
Total cost of revenues		-			-			-			-
Gross margin		~~172~~93,~~147~~910			100.0	%		~~266~~172,~~974~~147			100.0	%
Other Operating Expenses
Employee costs		~~766,064~~-			~~445.0~~-	%		1766,~~574,332~~064			~~589~~445.70	%
Professional fees		~~754~~706,~~253~~417			~~438~~752.2	%		~~321~~754,~~363~~253			~~120~~438.42	%
General and administrative		~~562~~165,~~824~~035			~~326~~175.98	%		~~753~~562,~~320~~824			~~282~~326.19	%
Depreciation		-			-			-			-
Amortization		-			-			-			-
Total expenses		2871,~~083,141~~452			~~1210~~928.10	%		2,~~649~~083,~~015~~141			~~992~~1210.21	%
Segment Loss from Operations		(1777,~~910,994~~542	)		(~~1110~~828.10	%)		(21,~~382~~910,~~041~~994	)		(~~892~~1110.21	%)
Interest and dividend income		~~536~~29,~~524~~218			~~311~~31.61	%		1536,~~058,527~~524			~~396~~311.56	%
Equity in income of unconsolidated affiliates		-			-			4,630,610			1734.5	%
Other investment (loss) income		(6,920,718	)		(7369.5	%)		7,815,912			4540.3	%
Other investment income		7,815,912			4540.3	%		980,410			367.2	%
Noncontrolling interest in subsidiary loss (income)		5,893,202			6275.4	%		(4,599,100	)		(2671.6	%)
Noncontrolling interest in subsidiary income		(4,599,100	)		(2671.6	%)		(911,292	)		(341.4	%)
Net (Loss) Income Attributable to Common Stockholders	$	(1,775,840	)		(1891.0	%)	$	1,842,342			1070.2	%
Net Income Attributable to Common Stockholders	$	1,842,342			1070.2	%	$	3,376,214			1264.6	%

Comparison of Fiscal ~~2024~~2025 to Fiscal ~~2023~~2024. In September 2017, we formed our asset management business. Throughout fiscal 2022 and fiscal 2023 we had been hiring within our asset management business to ensure adequate staffing for the anticipated demands and needs of the business. In May 2023, we acquired 100% of the membership interests in 24th Street from the members of 24th Street other than BOAM. As previously mentioned, we are winding down BOAM's operations and have implemented significant cost cutting measures, which occurred principally in the second half of fiscal 2024. Therefore, comparisons of our asset management results for fiscal ~~2024~~2025 to fiscal ~~2023~~2024 may not be meaningful. The key factors affecting our asset management operations results during fiscal ~~2024~~2025 were as follows:

● Employee costs ~~decreased by 51.3%~~ in fiscal ~~2024~~2025 ~~when~~were ~~compared~~completely toremoved ~~fiscal 2023~~ as we wind down BOAM's operations and ~~implemented~~implement cost-cutting measures.

● Professional fees ~~increased~~decreased by ~~134.7%~~$47,836 in fiscal ~~2024~~2025 when compared to fiscal ~~2023~~2024. The ~~increase~~decrease is mainly driven by the services agreement with Local Asset Management LLC to provide management services associated with the wind down of the 24th Street and BFR Funds. The Services Agreement provides for consulting fees which reduce over time as assets managed within the funds are sold.

● General and administrative expenses decreased by ~~25.3%~~$397,789 in fiscal ~~2024~~2025 when compared to fiscal ~~2023~~2024 as we wind down BOAM's operations and ~~implemented~~implement cost-cutting measures.

● ~~Equity~~Interest inand dividend income ofdecreased ~~unconsolidated~~by ~~affiliates~~$507,306 in fiscal ~~2023~~2025 ~~included~~when ~~non-cash~~compared ~~gains~~to ~~recognized~~fiscal 2024. The decrease is mainly related to the ~~remeasurement~~distribution of ~~our~~excess ~~previously-held~~cash ~~interest~~ in the 24th Street and BFR Funds to limited partners during the second quarter of fiscal 2024.

● Other investment ~~income~~loss in fiscal ~~2024~~2025 primarily included the changes in the fair value of the 24th Street and BFR Funds mainly driven by the decrease in value of certain underlying real estate ~~properties~~.

● Noncontrolling interest in subsidiary ~~income~~loss in fiscal ~~2024~~2025 ~~consists~~primarily ofincluded the external limited partners' share of GAAP ~~income~~losses within the 24th Street and BFR Funds, mainly driven by the change in fair value referenced above.

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Cash Flows

Cash Flows for Fiscal ~~2024~~2025 compared to Fiscal ~~2023~~2024. The table below summarizes our cash flows in dollars for fiscal ~~2024~~2025 and fiscal ~~2023~~2024:

	2024			2023
	2025			2024
Net cash provided by operating activities	$	2117,~~241~~857,~~580~~490		$	1621,~~059~~241,~~125~~580
Net cash provided by (used in) investing activities		28,099,816			(64,252,691	)
Net cash (used in) provided by investing activities		(13,546,607	)		28,099,816
Net cash (used in) provided by financing activities		(47,557,174	)		32,940,258
Net cash provided by (used in) financing activities		1,206,318			(47,557,174	)
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	1,784,222		$	(15,253,308	)
Net (decrease) increase in cash, cash equivalents, and restricted cash	$	5,517,201		$	1,784,222

Net Cash Provided by Operating Activities. Net cash provided by operating activities was $2117,~~241~~857,~~580~~490 during fiscal ~~2024~~2025 as compared to net cash provided by operating activities of $1621,~~059~~241,~~125~~580 during fiscal ~~2023~~2024. The ~~increase~~decrease in net cash provided by operating activities was mainly driven by ~~improved~~ ~~cash~~an ~~flow~~increase ~~generation~~in expenses within our ~~billboard~~insurance business, ~~broadband~~an increase in prepaid expenses as well as ~~and~~a ~~insurance~~decrease in ~~businesses~~accounts payable and accrued expenses. These items were partially offset by ~~costs~~improved ~~associated with~~cash flow generation within our ~~former~~billboard ~~Co-CEO's~~and ~~separation~~broadband ~~agreement~~businesses as well as ~~operating~~ ~~costs~~lower expenses within our ~~FFH~~asset management business and Boston Omaha's parent company.

Net Cash ~~Provided by~~ (Used in) Provided by Investing Activities. Net cash ~~provided~~used byin investing activities was $2813,~~099~~546,~~816~~607 during fiscal ~~2024~~2025 as compared ~~with~~to net cash ~~used~~provided inby investing activities of $6428,~~252~~099,~~691~~816 during fiscal ~~2023~~2024. ~~The~~During ~~increase~~fiscal in 2025, net cash ~~provided~~used by in investing activities is primarily attributable to $6027,~~818~~898,~~906~~145 in ~~net~~capital ~~proceeds~~expenditures, ~~from~~mainly ~~sales~~within ofour ~~investments~~broadband businesses, which was partially offset by $14,366,051 in net cash proceeds mainly from the sale or maturity of U.S. Treasury securities, ~~and~~sale of real estate investments within ~~the~~ ~~24th~~BOAM, ~~Street Funds~~ and ~~BFR~~sale ~~Fund,~~of ~~which~~marketable ~~was~~equity ~~partially offset by $32,201,191 in capital expenditures mainly within our broadband businesses~~securities.

Net Cash Provided by (Used in) ~~Provided by~~ Financing Activities. Net cash ~~used~~provided in by financing activities was $471,~~557~~206,~~174~~318 during fiscal ~~2024~~2025 as compared to net cash ~~provided~~used by in financing activities of $3247,~~940~~557,~~258~~174 during fiscal ~~2023~~2024. During fiscal ~~2024~~2025, net cash ~~used~~provided inby financing activities mainly consisted of $3711,~~512~~500,~~061~~000 in ~~distributions~~borrowings toon ~~noncontrolling~~BOB's ~~interests~~credit ~~from the 24th Street Funds and BFR Fund~~facility, $163,~~761~~936,~~371~~347 ~~related~~in tocollateral ~~the repurchase~~received ofat ~~Class~~UCS, A and ~~Class B common stock and Class B warrants from our former Co-CEO,~~ $4525,~~127,540~~256 in ~~collateral~~proceeds ~~released~~from bythe ~~UCS,~~issuance ~~and~~of ~~$1,589,322~~stock related to ~~the~~Magnolia ~~repurchase~~Capital ofFund, ~~Class~~LP's Aexercise ~~common~~in ~~stock~~full ~~through~~of ~~our~~its ~~share~~remaining ~~repurchase~~Class ~~program~~B warrants. These items were partially offset by $107,~~000~~084,~~000~~ 357 in ~~additional~~distributions ~~borrowings~~to onnoncontrolling ~~Link's~~interests ~~revolving~~from ~~line~~the of24th ~~credit,~~Street ofand ~~which~~BFR Funds, $~~400~~5,~~000~~752,737 ~~was~~in ~~repaid~~stock ~~during 2024~~repurchases, and $32,~~500~~293,~~000 under~~195 ~~BOB's~~in ~~credit~~principal ~~facility~~payments on long-term debt.

Liquidity and Capital Resources

Currently, we own billboards in Alabama, Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada, Oklahoma, South Dakota, Tennessee, Virginia, West Virginia, and Wisconsin, a surety insurance company we acquired in December 2016, surety insurance brokerage firms we acquired in 2016, 2017 and 2021, broadband services providers whose assets we acquired in 2020, 2022 and 2023, minority investments in commercial real estate management and brokerage services, a bank focused on servicing the automotive loan market, and a developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars. At December 31, ~~2024~~2025, we had approximately $28.36 million in unrestricted cash and $1120.7 million in short-term U.S. treasury securities. Our strategy is to continue to ~~acquire~~expand ~~other~~certain ~~billboard~~parts ~~locations,~~of ~~insurance~~our existing businesses, ~~and broadband service providers~~ as well as acquire other businesses and open new businesses which we believe have the potential to generate positive cash flows when made at what we believe to be attractive prices relative to other opportunities generally available to us. We currently expect to finance any future acquisitions and investments with cash, debt and seller or third-party financing. In the future, we may satisfy all or a portion of the purchase price for an acquisition with our equity securities. In addition, we have made investments in several companies and expect to continue to make investments in the securities of both publicly traded and privately held companies. We reserve the right to dispose of a business or subset of a business unit if, based upon management’s periodic review of our portfolio, our Board of Directors determines that such action would be in our best interest.

On ~~July~~November 2314, ~~2024~~2025, the Board approved and authorized ~~a share repurchase program (~~the “Share Repurchase Program”), pursuant to which ~~the~~we ~~Company~~announced ~~intends~~our intention to repurchase up to $2030 million of ~~its~~our 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 went into effect on or about ~~August 15~~November 18, ~~2024~~ 2025 and will terminate on ~~September~~December 3031, ~~2025~~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 more than 25% of the average daily volume of its stock over the previous 20 trading days. During fiscal ~~2024~~2025, we repurchased ~~111~~444,~~323~~753 shares of our Class A common stock for a total cost of approximately $15,~~589~~800,~~322~~000.

There can be no assurance that we will consummate any subsequent acquisitions. Furthermore, our acquisitions are subject to a number of risks and uncertainties, including as to when, whether and to what extent the anticipated benefits and cost savings of a particular acquisition will be realized. Our failure to successfully identify and complete future acquisitions of assets or businesses could reduce future potential earnings, available cash, and slow our anticipated growth. If we elect to sell all or a portion of a business unit, the sale of the disposed unit may disrupt operations, cause key talent loss, or create difficulties in separating shared services, impacting the remaining business's financial performance. If we elect to sell all or a portion of a business unit, we may may fail to secure a buyer, fail to consummate the transaction, or face prolonged closing timelines due to delays in obtaining any required approvals by government agencies or our lenders. Divestitures can also result in reduced cash flow, unexpected tax consequences, or the need to write down goodwill associated with the disposed business unit. Although we have entered into, and expect to continue to enter into, non-binding letters of intent to acquire businesses on a regular basis, we do not currently have ~~current~~any agreements, commitments or understandings for any specific material acquisitions ~~which~~that are probable toof bebeing consummated at this time.

To date, we have raised funds through the sale of our common stock in public offerings, sales of our common stock in “at the market” programs, term loan ~~financing~~financings through our Link ~~subsidiary~~and BOB subsidiaries, proceeds from the sale of publicly traded securities held by us, cash flow from operations, and, prior to 2019, through private placements of our common stock. As described below, we may raise additional funds through our current shelf registration statement allowing us to raise up to $500 million through the sale of securities to fund future acquisitions and investments, which we intend to renew in May 2025.

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Table of Contents

2022 Shelf Registration Statement

In April 2022, we filed a shelf registration statement on Form S-3 (File No. 333-264470) that was declared effective on May 11, 2022, and which wehas ~~refer~~now ~~to as the “2022 Shelf Registration Statement~~expired,” relating to the registration of Class A common stock, preferred stock, par value $0.001 per share, which we refer to as “preferred stock,” debt securities and warrants of the Company for up to $500 million. Additionally, Wein ~~may,~~the ~~from~~2022 ~~time~~Shelf toRegistration ~~time~~Statement, inwe ~~one~~registered orfor ~~more~~resale ~~offerings,~~up ~~offer~~to ~~and~~8,297,039 shares ~~sell~~of Class A common stock acquired in 2018 or ~~preferred~~earlier ~~stock,~~in ~~various~~private ~~series~~placements in accordance with the terms of ~~debt~~a ~~securities,~~2018 ~~and/or~~registration ~~warrants~~rights agreement. ~~The~~We ~~shelf~~will ~~registration~~not ~~statement~~receive ~~may~~any ~~also~~proceeds befrom ~~used~~the bysale ~~one~~of orClass ~~more~~A common stock by the selling ~~security~~shareholders. ~~holders~~Currently, tothe beselling ~~identified~~stockholders inare the Massachusetts ~~future,~~Institute of ~~our~~Technology, ~~securities.~~or “MIT,” as Wewell oras ~~any~~238 ~~selling~~Plan ~~security~~Associates ~~holders~~LLC, ~~may~~an ~~offer~~MIT ~~these~~pension ~~securities~~and ~~from~~benefit ~~time~~fund, toand ~~time~~a inlimited ~~amounts,~~partnership atholding ~~prices~~our ~~and~~Class onA ~~terms~~common ~~determined~~stock atfor the ~~time~~economic benefit of ~~offering~~MIT. No Weofficer ~~may~~or ~~sell~~director ~~these~~has ~~securities~~any tobeneficial orinterest ~~through~~in ~~one~~any orshares ~~more~~eligible ~~underwriters,~~for ~~dealers~~resale orby ~~agents,~~the orselling ~~directly~~shareholders. toAlso, ~~purchasers~~we onregistered ashares ~~delayed~~held orby ~~continuous~~Adam ~~basis.~~Peterson ~~Unless~~and ~~otherwise~~his ~~set~~affiliates ~~forth~~underlying inthe anClass ~~applicable~~A ~~prospectus~~common ~~supplement,~~stock weand ~~intend~~shares toof ~~use~~Class ~~the~~A ~~net~~common ~~proceeds~~stock ~~from~~issuable ~~the~~upon ~~sale~~conversion of ~~the~~shares ~~securities~~of ~~that~~Class weB ~~offer~~common ~~for~~stock ~~general~~of ~~corporate~~which ~~purposes,~~shares ~~including~~have been sold. In May 2022, ~~but~~we ~~not~~also ~~limited~~registered to1,018,660 ~~financing~~shares ~~our~~of ~~existing~~Class ~~businesses~~A ~~and~~common ~~operations,~~stock ~~and~~held ~~expanding~~by ~~our~~Magnolia ~~businesses~~and Boulderado and ~~operations~~their ~~through~~affiliates. ~~additional~~All ~~hires,~~of ~~strategic~~the ~~alliances~~shares ~~and~~held ~~acquisitions.~~by ~~Unless~~Boulderado ~~otherwise~~were ~~set~~repurchased ~~forth~~by the Company in May 2024 and, as a ~~prospectus~~result, ~~supplement~~522,231 weshares ~~will~~of ~~not~~our ~~receive~~Class ~~any~~A ~~proceeds~~common ~~from~~stock are available for resale under that registration statement. Based upon filings by these shareholders with the ~~sale~~SEC, as of ~~securities~~December by31, ~~any~~2025, ~~selling~~certain of our stockholders still hold 7,713,933 registered shares of our Class A common stock. The 2022 shelf registration statement expired in May 2025.

~~Additionally,~~We may in the ~~2022~~future ~~Shelf~~file ~~Registration~~a ~~Statement,~~new weshelf ~~registered~~registration ~~for~~statement ~~resale~~which upwould toallow 8us,~~297,093~~ ~~shares~~from oftime ~~Class~~to Atime, ~~common stock acquired~~ in ~~2018~~one or ~~earlier~~more inofferings, ~~private~~to ~~placements~~offer inand ~~accordance~~sell ~~with the terms of a 2018 registration rights agreement. We will not receive any proceeds from the sale of~~ Class A common stock byor ~~the~~preferred ~~selling shareholders. Currently~~stock, ~~the~~various ~~selling~~series ~~stockholders~~of ~~are~~debt ~~the Massachusetts~~securities ~~Institute~~and/or ofwarrants. ~~Technology,~~We or ~~“MIT,” as~~ ~~well~~any asselling ~~238~~security ~~Plan~~holders ~~Associates~~may ~~LLC,~~offer anthese ~~MIT~~securities ~~pension~~from ~~and~~time ~~benefit~~to ~~fund,~~time ~~and~~in aamounts, ~~limited~~at ~~partnership~~prices ~~holding~~and ~~our~~on ~~Class~~terms Adetermined ~~common~~at ~~stock for~~ the ~~economic~~time ~~benefit~~ of ~~MIT~~the offering. No ~~officer~~We ormay ~~director~~sell ~~has~~these ~~any~~securities ~~beneficial~~to ~~interest~~or inthrough ~~any~~one ~~shares~~or ~~eligible~~more ~~for~~underwriters, ~~resale~~dealers byor ~~the~~agents, ~~selling~~or ~~shareholders.~~directly ~~Also,~~to wepurchasers ~~registered~~on ~~shares~~a ~~held~~delayed byor ~~Adam~~continuous ~~Peterson~~basis. ~~and~~Unless ~~his~~otherwise ~~affiliates~~set ~~underlying~~forth ~~the~~in ~~Class~~an Aapplicable ~~common~~prospectus ~~stock~~supplement, ~~and~~we ~~shares~~intend ofto ~~Class~~use Athe ~~common~~net ~~stock~~proceeds ~~issuable~~from ~~upon~~the ~~conversion~~sale of ~~shares~~the ofsecurities ~~Class~~that Bwe ~~common~~may ~~stock~~offer offor ~~which~~general ~~shares~~corporate ~~have~~purposes, ~~been sold. In May 2022~~including, webut ~~also~~not ~~registered~~limited 1to,~~018,660~~ ~~shares~~financing ofour ~~Class~~existing Abusinesses ~~common stock held by Magnolia~~ and ~~Boulderado~~operations, and ~~their~~expanding ~~affiliates.~~our ~~All~~businesses ofand ~~the~~operations ~~shares~~through ~~held~~additional ~~by Boulderado were repurchased by the Company in May 2024 and~~hires, asstrategic ~~a result~~alliances, ~~522,231~~and ~~shares~~acquisitions. ofUnless ~~our~~otherwise ~~Class~~set Aforth ~~common~~in ~~stock~~a ~~are~~prospectus ~~available for resale under that registration statement. As of December 31~~supplement, ~~2024,~~we ~~certain~~will ofnot ~~our~~receive ~~stockholders still~~any ~~hold~~proceeds ~~8,555,957~~from ~~registered~~the ~~shares~~sale of ~~our~~securities ~~Class~~by Aany ~~common~~selling ~~stock~~stockholders.

Table of Contents

At The Market Offering Programs

Starting in March 2018, we utilized our "at the market" offering that was part of our 2018 Shelf Registration Statement. This 2018 Shelf Registration Statement, which authorized us to sell up to $200 million through the sales of securities to the public, expired in February 2021 and was superseded by the 2021 Shelf Registration Statement. We sold a total of 2,630,787 shares of Class A common stock resulting in gross proceeds of $60.1 million under the 2018 Shelf Registration Statement.

On September 29, 2021, we entered into an "at the market" equity offering program under the 2022 Shelf Registration Statement pursuant to a Sales Agreement (the "2021 Sales Agreement") by and between us and WFS. Pursuant to the terms of the 2021 Sales Agreement, we could sell, from time to time, shares of our Class A common stock, with an aggregate sales price of up to $100 million through WFS, in transactions that are deemed to be "at the market" offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). The 2021 Shelf Registration Statement expired on March 28, 2022 upon the filing of our 2021 Annual Report on Form 10-K as we no longer qualified as a well-known seasoned issuer. We sold a total of 122,246 shares of our Class A common stock resulting in gross proceeds of approximately $4.2 million under the 2021 Shelf Registration Statement.

On December 8, 2022, we entered into an "at the market" equity offering program (the “ATM Program”) pursuant to a Sales Agreement (the “2022 Sales Agreement”) with Wells Fargo Securities, LLC (“WFS”). This ATM Program is consistent with our historical practice of having available to management the option to issue stock from time to time in order to continue to fund the growth of its fiber-to-the-home broadband business, acquire additional billboards, and make other such investments in assets as needed to seek to grow intrinsic value per share. Our general preference is always to have options available to it from a capital allocation perspective which includes, but is not limited to, having a regularly filed ATM program.

Pursuant to the terms of the 2022 Sales Agreement, we may sell, from time to time, shares of our Class A common stock, par value $0.001 per share (the “Class A common stock”), with an aggregate sales price of up to $100 million through WFS, in transactions that are deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). Since the signing of the 2022 Sales Agreement, we sold 7,887 shares of Class A common stock for gross proceeds of approximately $205,000 in December 2022 and 1,532,065 shares of our Class A common stock for gross sale proceeds of approximately $37.5 million during fiscal 2023. We did not sell any shares of our Class A common stock during fiscal 2024.

Upon delivery of a placement notice (a “Placement Notice”) and upon the terms and subject to the conditions of the 2022 Sales Agreement, WFS will use reasonable efforts consistent with its normal trading and sales practices, applicable laws and the rules of the NYSE to sell the shares available under the ATM Program from time to time based upon our instructions for the sales, including price, time or size limits specified, and otherwise in accordance with, the terms of such Placement Notice. Pursuant to the 2022 Sales Agreement, WFS may sell shares of our Class A common stock under the ATM Program by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made through the NYSE or on any other existing trading market for the Class A common stock. Notwithstanding the foregoing, WFS may not purchase shares under the ATM Program for its own account as principal unless expressly authorized to do so by us.

We intend to use the net proceeds, if any, from any future offering under the ATM Program, after deducting WFS’ commissions and our offering expenses, for general corporate purposes, which may include financing our existing businesses and operations, and expanding our businesses and operations through additional acquisitions and minority investments, and additional hires. Such expansion may include future billboard acquisitions, broadband acquisitions, acquisitions of surety insurance companies and other growth of our insurance activities, additional investments in real estate management and other real estate service businesses, additional investments in subprime automobile lending, and acquisitions of other businesses. We have not determined the amount of net proceeds to be used for any specific purpose, and we will retain broad discretion over the allocation of net proceeds. While we have no current agreements, commitments or understandings for any specific acquisitions at this time, we may use a portion of the net proceeds for these purposes.

For sales of shares of Class A common stock under the ATM Program through WFS, we will pay WFS a commission at a mutually agreed rate of 3% of the gross sales price per share of Class A common stock sold under the ATM Program. We have no obligation to sell any shares under the 2022 Sales Agreement and may at any time suspend the ATM Program under the 2022 Sales Agreement. The 2022 Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which we and WFS have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The ATM Program pursuant to the 2022 Sales Agreement will automatically terminate upon the issuance and sale of all of the shares available for sale under the ATM Program through WFS. In addition, we may terminate the 2022 Sales Agreement with WFS without penalty upon 10 days’ notice.

The foregoing description of the 2022 Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 1.1 to the Current Report on Form 8-K dated December 8, 2022 and is incorporated herein by reference.

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Link Credit Agreement

On August 12, 2019, Link entered into a Credit Agreement (the “Credit Agreement”) with First National Bank of Omaha (the “Lender”) under which Link could borrow up to $40 million (the “Credit Facility”). The Credit Agreement provided for an initial term loan (“Term Loan 1”), an incremental term loan (“Term Loan 2”) and a revolving line of credit. Link initially borrowed approximately $18 million under Term Loan 1 and $5.5 million under Term Loan 2. On December 6, 2021, Link entered into a Fourth Amendment to Credit Agreement, which modified the Credit Agreement by increasing the borrowing limit to $30 million and combining the outstanding balances under Term Loan 1 and Term Loan 2 as well as any incremental borrowings into a term loan (“Term Loan”). The Term Loan is secured by all assets of Link and its operating subsidiaries, including a pledge of equity interests of each of Link’s subsidiaries. In addition, each of Link’s subsidiaries has joined as a guarantor to the obligations under the Credit Agreement. The loan is not guaranteed by Boston Omaha or any of our non-billboard businesses.

Principal amounts under the Term Loan were payable in monthly installments according to a 15-year amortization schedule with principal payments commencing on January 1, 2022. Starting July 1, 2023, principal amounts under the Term Loan are payable in monthly installments according to a 25-year amortization schedule. The Term Loan is payable in full on December 6, 2028. The Term Loan has a fixed interest rate of 4.00% per annum.

On May 30, 2024, Link entered into a Ninth Amendment to Credit Agreement, which modified the Credit Agreement by increasing the maximum availability under the revolving line of credit from $10,000,000 to $15,000,000. Interest payments are based on the U.S. Prime Rate minus an applicable margin ranging between 0.65% and 1.15% dependent on Link’s consolidated leverage ratio. ~~The new revolving line of credit is due and payable on August 12, 2026.~~

~~Long-term debt~~On ~~included~~October ~~within~~20, ~~our~~2025, ~~consolidated~~Link ~~balance~~entered ~~sheet as~~into ~~of December~~a 31Tenth Amendment to Credit Agreement, ~~2024 consists~~which ofmodified ~~Link’s~~the ~~Term~~Credit ~~Loan~~Agreement ~~borrowings~~by extending the revolving line of ~~approximately~~credit ~~$26,500,000,~~ maturity date and updating the definition of ~~which~~the ~~approximately~~consolidated ~~$900,000 is~~fixed ~~classified~~charge ascoverage ~~current,~~ratio. The revolving line of credit is now due and $9payable on August 12,~~600,000~~ ~~related~~2029. In order to consolidate the ~~revolving~~various ~~line~~amendments ofto ~~credit~~the asCredit ofAgreement, the Tenth ~~December~~Amendment ~~31,~~to ~~2024~~Credit Agreement incorporated the previous amendments to the Credit Agreement into a Restated Credit Agreement.

~~Under~~Long-term debt ~~the~~included ~~Term~~within ~~Loan,~~our ~~Link~~Consolidated isBalance ~~required~~Sheets as ~~to comply with the following financial covenants: A consolidated leverage ratio for any test period ending on the last day~~ of December ~~any~~31, ~~fiscal~~2025 consists ~~quarter~~ of Link’s ~~(a)~~Term ~~beginning~~Loan ~~with~~borrowings ~~the~~of ~~fiscal~~approximately ~~quarter ended June 30~~$25, ~~2024~~700,000, of ~~not greater~~ ~~than 3.50~~which ~~to 1.00,~~approximately ~~(b) beginning with the fiscal quarter ending December 31~~$890, ~~2026~~000 ~~of not greater~~is ~~than 3.25 to 1.00 and~~classified ~~(c) beginning~~as ~~with the fiscal quarter ending December 31~~current, ~~2027~~ and ~~thereafter of not greater~~ ~~than 3.00 to 1.00~~$9,100,000 ~~and~~related ~~a minimum~~to ~~consolidated~~the ~~fixed~~revolving ~~charge~~line ~~coverage ratio~~ of ~~not less~~ ~~than 1.15 to 1.00 measured~~credit ~~quarterly, based on rolling four quarters. The Company was in compliance with these covenants~~ as of December 31, ~~2024~~2025.

~~The~~Under ~~Credit~~the ~~Agreement~~Term ~~includes~~Loan, ~~representations~~Link ~~and~~is ~~warranties,~~required ~~reporting~~to ~~covenants,~~comply ~~affirmative~~with ~~covenants,~~the ~~negative~~following ~~covenants,~~ financial covenants: ~~and~~A ~~events~~consolidated ofleverage ~~default~~ratio ~~customary~~ for ~~financings~~any oftest ~~this~~period ~~type.~~ending ~~Upon~~on the ~~occurrence~~last ofday ~~an event~~ of ~~default~~any ~~the~~fiscal ~~Lender~~quarter ~~may accelerate the loan. Upon the occurrence~~ of ~~certain~~Link ~~insolvency and bankruptcy events of default the loan will automatically accelerate. The foregoing summary of the Credit Agreement and the transactions contemplated thereby does not purport to be~~ (a) ~~complete~~beginning ~~description~~with ~~and is qualified in its entirety by reference to~~ the ~~terms~~fiscal ~~and~~quarter ~~conditions~~ended ofJune ~~the Credit Agreement and Security Agreement~~30, ~~copies~~ 2024 of not greater ~~which are attached as Exhibit 10~~than 3.150 ~~and Exhibit 10~~to 1.200, ~~respectively~~(b) tobeginning ~~our Form 8-K as filed~~ with the ~~SEC~~fiscal onquarter ~~August 13, 2019, a First Amendment to Credit Agreement~~ending ~~with~~December ~~the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on October 29~~31, ~~2019, a Second Amendment to Credit Agreement~~2026 ~~with~~of not greater ~~the Lender as filed as Exhibit 10~~than 3.~~1 on Form 8-K as filed with the SEC on June 30, 2020, a Third~~25 ~~Amendment~~ to ~~Credit Agreement with the Lender as filed as Exhibit 10.~~ 1 ~~on Form 8-K as filed with the SEC on August 24, 2021, a Fourth Amendment to Credit Agreement with the Lender as filed as Exhibit 10~~.100 and on(c) beginning ~~Form 8-K as filed~~ with the ~~SEC~~fiscal onquarter ending December 931, ~~2021,~~2027 aand thereafter of not greater ~~Fifth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on June~~ than 3~~, 2022, a Sixth Amendment to Credit Agreement with the Lender as filed as Exhibit 10~~.00 to 1 ~~on Form 8-K as filed with the SEC on April 11~~.00, ~~2023,~~and a minimum ~~Seventh~~consolidated ~~Amendment~~fixed tocharge ~~Credit~~coverage ~~Agreement~~ratio ~~with~~of not less ~~the Lender as filed as Exhibit 10.~~than 1 ~~on Form 8-K as filed with the SEC on September 26, 2023, an~~.15 ~~Eighth Amendment~~ to ~~Credit Agreement with the Lender as filed as Exhibit 10.~~ 1.00 measured onquarterly, ~~Form~~based ~~8-K as filed with the SEC~~ on ~~February 16, 2024, and a~~rolling ~~Ninth~~four quarters. The ~~Amendment~~Company towas ~~Credit~~in ~~Agreement~~compliance with ~~the~~these ~~Lender~~covenants as ~~filed~~of December ~~as Exhibit 10.1 on Form 8-K as filed with the SEC on June 5~~31, ~~2024~~2025.

55 The Credit Agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings of this type. Upon the occurrence of an event of default the Lender may accelerate the loan. Upon the occurrence of certain insolvency and bankruptcy events of default the loan will automatically accelerate. The foregoing summary of the Credit Agreement and the transactions contemplated thereby does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the Credit Agreement and Security Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively to our Form 8-K as filed with the SEC on August 13, 2019, a First Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on October 29, 2019, a Second Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on June 30, 2020, a Third Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on August 24, 2021, a Fourth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on December 9, 2021, a Fifth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on June 3, 2022, a Sixth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on April 11, 2023, a Seventh Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on September 26, 2023, an Eighth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on February 16, 2024, a Ninth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on June 5, 2024, and a Tenth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.20 to this Report on Form 10-K.

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Boston Omaha Broadband Credit ~~Agreement~~Agreements

On September 17, 2024, three operating subsidiaries of Boston Omaha Broadband, LLC ("BOB") entered into a Credit Agreement (the “BOB Credit Agreement”) with First National Bank of Omaha (the “Lender”) under which certain subsidiaries of BOB can borrow up to $20,000,000 in the aggregate in term loans (the “BOB Credit Facility”). The BOB Credit Agreement was subsequently split into separate credit agreements with each of the Borrowers in order to allow certain borrowers to apply for federal loan funding, hereinafter referred to as the "BOB Credit Agreements." All material terms of the original BOB Credit Agreement remain unchanged in the Amended and Restated Credit Agreement for FIF Airebeam, LLC and FIF St. George, LLC and the Credit Agreement for FIF Utah, LLC. The three operating subsidiaries which are the borrowers under the BOB Credit ~~Agreement~~Agreements are FIF AireBeam LLC, FIF St. George, LLC, and FIF Utah LLC (collectively, the “Borrowers”). The ~~loan~~loans is are guaranteed by BOB but isare not guaranteed by BOC or any other businesses owned by BOC and its other subsidiaries. The loans under the BOB Credit Facility are secured by all assets of each of the Borrowers. Funds available under the BOB Credit Facility are to be used for capital expenditures associated with capital acquisition and leasing of capital equipment for expansion of the Borrowers’ businesses ~~and must be drawn by September 16, 2025~~.

~~The~~On ~~BOB~~October ~~Credit Agreement provides for incremental drawdowns of the term loan in minimum increments of $1~~29,~~000,000.~~ Each term loan is due five years following the borrowing date of such term loan. Principal under each term loan is amortized in equal monthly payments over a 10-year period from the date of each term loan. Interest under each term loan accrues at the “Applicable Margin2025,” ~~which~~BOB isentered ~~set~~into ~~at (~~a) ~~2.75%~~First ~~per~~Amendment ~~annum with respect~~ to ~~any~~BOB ~~SOFR~~Credit ~~Loan~~Agreements, ~~and~~which ~~(b)~~modified ~~1.75% per annum with respect to any Base Rate Loan. There is a fee during~~ the ~~first year of the~~ BOB Credit ~~Facility~~Agreement ~~equal~~by toextending ~~0.25%~~the ofterm ~~any~~loan ~~unused~~draw ~~portion~~expiration ofdate ~~the~~to ~~$20~~December ~~million~~31, ~~loan commitment~~2025.

~~Pursuant~~The ~~to the~~ BOB Credit ~~Agreement,~~Agreements ~~BOB~~provided isfor ~~required~~incremental todrawdowns ~~comply~~of ~~with~~ the ~~following~~term ~~financial~~loan ~~covenants:~~in Aminimum ~~consolidated~~increments ~~leverage~~of ~~ratio~~$1,000,000. ~~for~~Each ~~any~~term ~~test~~loan ~~period~~is ~~ending~~due onfive years following the ~~last~~borrowing ~~day~~date of ~~any~~such ~~fiscal~~term ~~quarter~~loan. ofAs ~~BOB~~ of ~~not~~December ~~greater~~31, ~~than~~2025, ~~3.50~~the tooutstanding ~~1.00,~~term aloan ~~minimum~~end ~~consolidated~~dates ~~fixed~~range ~~charge~~from ~~coverage~~October ~~ratio~~1, of2029 ~~not~~to ~~less~~November ~~than~~18, 12030.15 toPrincipal ~~1.00~~under ~~measured~~each ~~quarterly,~~term ~~based~~loan onis ~~rolling~~amortized ~~four~~in ~~quarters,~~equal ~~and~~monthly ~~maximum~~payments ~~capital~~over ~~expenditures~~a ~~not~~10-year ~~exceeding~~period ~~Consolidated~~from ~~Adjusted~~the ~~EBITDA~~date ~~less~~of ~~dividends~~each ~~and~~term ~~distributions~~loan. ~~paid~~Interest tounder ~~BOB,~~each ~~the~~term ~~cash~~loan ~~portion~~accrues ofat ~~taxes,~~the ~~unfinanced~~“Applicable ~~maintenance~~Margin,” ~~capital~~which ~~expenditures,~~is ~~principal~~set ~~amortization~~at ~~payments~~(a) or2.75% ~~redemptions~~per onannum ~~indebtedness~~with respect to beany ~~paid~~SOFR ~~in cash~~Loan, ~~cash~~and ~~payments~~(b) ~~made~~1.75% per annum with respect to ~~capital~~any ~~lease~~Base ~~obligations~~Rate Loan. There was a fee during the ~~period,~~first ~~and~~year ~~cash~~of ~~interest~~the ~~expense~~BOB ~~for~~Credit Facility equal to 0.25% of any unused portion of the ~~period~~$20 million loan commitment.

~~The~~Pursuant to the BOB Credit ~~Agreement~~Agreements, ~~includes~~BOB ~~representations~~is ~~and~~required ~~warranties,~~to ~~reporting~~comply ~~covenants,~~with ~~affirmative~~the ~~covenants,~~following ~~negative covenants,~~ financial covenants: ~~and~~A ~~events~~consolidated ofleverage ~~default~~ratio ~~customary~~ for ~~financings~~any oftest ~~this~~period ~~type.~~ending ~~Upon~~on the ~~occurrence~~last day of anany ~~event~~fiscal quarter of ~~default~~BOB ~~the~~of ~~Lender~~not ~~may~~greater ~~accelerate~~than ~~the loan~~3.50 ~~Upon~~to ~~the~~1.00, ~~occurrence~~a ofminimum ~~certain~~consolidated ~~insolvency~~fixed ~~and~~charge ~~bankruptcy~~coverage ~~events~~ratio of ~~default~~not ~~the~~less ~~loan~~than ~~will~~1.15 ~~automatically~~to ~~accelerate~~1.00 ~~All~~measured ~~assets~~quarterly, ofbased ~~the~~on ~~Borrowers~~rolling four quarters, ~~their~~and ~~Subsidiaries~~maximum capital expenditures not exceeding Consolidated Adjusted EBITDA less dividends and ~~BOB~~distributions ~~are~~paid ~~secured~~to byBOB, the ~~grant~~cash portion of ataxes, ~~security~~unfinanced ~~interest~~maintenance capital expenditures, principal amortization payments or redemptions on indebtedness to be paid in ~~substantially~~cash, ~~all~~cash ofpayments ~~their~~made ~~assets~~with respect to capital lease obligations during the ~~Lender~~period, and cash interest expense for the period.

~~Long-term debt~~The ~~included~~BOB ~~within~~Credit ~~our~~Agreements ~~consolidated~~include ~~balance~~representations ~~sheet as~~and ~~of December~~warranties, 31reporting covenants, ~~2024 consists~~affirmative covenants, negative covenants, financial covenants and events of ~~approximately~~default $3customary for financings of this type. Upon the occurrence of an event of default the Lender may accelerate the loan. Upon the occurrence of certain insolvency and bankruptcy events of default the loan will automatically accelerate. All assets of the Borrowers,~~400,000 under~~ their Subsidiaries and BOB's ~~credit~~are ~~facility~~secured by the grant of a security interest in substantially all of their assets to the Lender. The foregoing summaries of the BOB Credit Agreements and the transactions contemplated thereby do not purport to be a complete description and are qualified in their entirety by reference to the terms and conditions of each of the BOB Credit Agreements, copies of which ~~approximately~~are ~~$350,000~~included as Exhibits 10.22 isand ~~classified~~10.28 to asthis ~~current~~Annual Report on Form 10-K.

56 Long-term debt included within our Consolidated Balance Sheets as of December 31, 2025 consists of approximately $14,000,000 under BOB's credit facility, of which approximately $1,500,000 is classified as current, and approximately $34,800,000 under Link's credit facility, of which approximately $890,000 is classified as current and $9,100,000 is related to its revolving line of credit. Long-term debt included within our Consolidated Balance Sheets as of December 31, 2024 consisted of approximately $3,400,000 under BOB's credit facility, of which approximately $350,000 was classified as current, and $36,123,138 under Link's credit facility, of which $851,444 was classified as current and $9,600,000 was related to its revolving line of credit.

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Investments in Yellowstone Acquisition Company and Sky Harbour

In 2020, we acted as the sponsor for the initial public offering of Yellowstone and purchased 3,399,724 shares of Yellowstone Class B common stock and 7,719,~~799~~779 private placement warrants at a combined cost of approximately $7.8 million. On August 1, 2021, we entered into an equity purchase agreement with Sky Harbour LLC by which Sky Harbour LLC unitholders would acquire a majority interest in the combined businesses following the completion of a business combination. As part of the equity purchase agreement, and immediately prior to the completion by Sky Harbour LLC of a private activity bond financing raising $160 million in proceeds in September 2021, we purchased Class B Preferred Units in Sky Harbour LLC for a purchase price of $55 million, which Class B Preferred Units converted to 5,500,000 shares of Sky Harbour Class A common stock upon the closing of the Sky Harbour business combination on January 25, 2022. Also, upon the closing of the business combination, we purchased an additional 4,500,000 shares of Sky Harbour Class A common stock for a purchase price of $45 million.

●

Upon the closing of the Sky Harbour business combination, our Class B common stock converted to Class A common stock of Sky Harbour and our private placement warrants are now exercisable to purchase 7,719,779 shares of Class A common stock of Sky Harbour.

●

Each Sky Harbour Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment, with each Sky Harbour Warrant being exercisable through January 25, 2027. Unlike Sky Harbour’s publicly traded warrants, these warrants are not redeemable by Sky Harbour as long as we or permitted transferees hold these warrants. The Sky Harbour Warrants are also exercisable on a cashless basis.

●

Our Sky Harbour Class A common stock and the Sky Harbour Warrants and the shares underlying the warrants were subject to a lockup which expired on January 24, 2023.

● Subsequent to the closing of the Sky Harbour business combination, we distributed 75,000 shares of Sky Harbour Class A common stock to the outside directors of Yellowstone and 206,250 shares of Sky Harbour Class A common stock to an investor in the Yellowstone IPO. As of December 31, ~~2024~~2025, we hold 1211,~~401~~671,~~589~~494 shares of Sky Harbour Class A common stock and 7,719,779 Sky Harbour Warrants.

●

All the shares of Sky Harbour Class A common stock and Sky Harbour warrants to purchase Class A common stock that we hold have been registered under the Securities Act. However, our ability to resell any significant portion of these shares is limited by the large number of Sky Harbour shares and warrants we hold relative to the average trading volume of these securities.

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WeFuture ~~believe~~Working ~~that~~Capital our existing cash and short-term investments, funds available through the Credit Agreement Link entered into on August 12, 2019, as amended, funds available through the Credit Agreement Boston Omaha Broadband entered into on September 17, 2024, any funds that we may receive from cash flows from operations, and any funds that we may receive through the sale of real estate assets in the 24th Street and BFR Funds will be sufficient to meet working capital requirements and anticipated capital expenditures for the next 12 months. At December 31, 2024, we had approximately $28.3 million in unrestricted cash and $11 million in short-term treasury securities.Requirements

IfWe ~~future~~believe ~~additional~~that ~~significant~~our ~~acquisition~~existing ~~opportunities~~cash and ~~expansion~~ ~~opportunities~~short-term ~~within~~investments, funds ~~our~~available ~~billboard~~through ~~and~~the ~~broadband~~Credit ~~services~~Agreement ~~businesses become~~Link ~~available~~entered ininto ~~excess~~on ofAugust ~~our currently available cash~~12, ~~U.S.~~ ~~Treasury securities~~2019, ~~and~~as ~~marketable equity securities~~amended, funds weavailable ~~may need to seek additional capital~~ through ~~long term debt borrowings,~~ the ~~sale~~Credit ofAgreement ~~our~~Boston ~~securities,~~Omaha ~~and/or~~Broadband ~~other~~entered ~~financing~~into ~~options and we may not be able to obtain such debt or equity financing~~ on ~~terms~~September ~~favorable~~17, ~~to us or at all.~~2024, Inany ~~the~~funds ~~future,~~that we may ~~use~~receive afrom ~~number of different sources to finance our acquisitions and operations, including current~~ cash ~~on hand, potential future cash~~ flows from operations, ~~seller financing, debt financings including but not limited to long-term debt~~ and ~~line~~any offunds ~~credit~~that ~~facilities,~~we ~~including additional credit facilities which~~ may orreceive ~~may~~through ~~not~~the besale ~~secured by our assets or those~~ of ~~our~~the ~~operating~~remaining ~~subsidiaries,~~real ~~additional~~estate ~~common~~assets orin ~~preferred equity issuances or any combination of these sources, to~~ the ~~extent~~24th ~~available~~Street ~~to us, or other sources that may become available from time to time, which could include asset sales~~ and ~~issuance~~BFR ofFunds ~~debt~~will ~~securities.~~be Insufficient ~~addition~~ to ~~current~~ ~~credit~~meet ~~facilities~~working atcapital ~~Link~~requirements and ~~Boston~~anticipated ~~Omaha~~capital ~~Broadband,~~expenditures any future debt that we incur may be recourse or non-recourse and may be secured or unsecured. Existing credit facilities at Link and Boston Omaha Broadband imposes restrictions that could increase our vulnerability to general adverse economic and industry conditions by limiting our flexibility in planning for ~~and~~the ~~reacting~~next to12 ~~changes in our billboard, insurance, asset management, and broadband businesses~~months. ~~Specifically, these restrictions place limits on Link, Boston Omaha Broadband, and their subsidiaries’~~At ~~ability~~December to31, ~~among other things~~2025, ~~incur~~we ~~additional~~had ~~indebtedness,~~approximately ~~make additional acquisitions and investments, pay dividends, repurchase stock, create liens, enter into transactions with affiliates, merge, consolidate, transfer or sell assets~~$28. ~~Both credit facilities~~6 ~~require~~million ~~Link~~in ~~and~~unrestricted ~~Boston~~cash ~~Omaha Broadband to meet a fixed charge coverage ratio~~ and ~~other financial covenants~~$20. ~~Link’s ability as well as Boston Omaha Broadband's ability~~7 tomillion ~~comply with these loan covenants may be affected by factors beyond their control and a breach of any loan covenants would likely result~~ in anshort-term event of default under either Credit Agreement, which would permit the Lender to declare all amounts incurred thereunder to be immediately due and payable and to terminate their commitment to make future extensions of creditU. ~~We also may take advantage of joint venture or other partnering opportunities as such opportunities arise in order to acquire properties that would otherwise be unavailable to us~~S. ~~Any~~treasury ~~future credit facilities which we or any of our subsidiaries may enter into would likely impose similar restrictions and risks~~securities.

If future additional significant acquisition opportunities and expansion opportunities within our billboard and broadband services businesses become available in excess of our currently available cash, U.S. Treasury securities, and marketable equity securities, we may need to seek additional capital through long term debt borrowings, the sale of our securities, and/or other financing options and we may not be able to obtain such debt or equity financing on terms favorable to us or at all. In the future, we may use a number of different sources to finance our acquisitions and operations, including current cash on hand, potential future cash flows from operations, seller financing, debt financings including but not limited to long-term debt and line of credit facilities, including additional credit facilities which may or may not be secured by our assets or those of our operating subsidiaries, additional common or preferred equity issuances or any combination of these sources, to the extent available to us, or other sources that may become available from time to time, which could include asset sales and issuance of debt securities. In addition to current credit facilities at Link and Boston Omaha Broadband, any future debt that we incur may be recourse or non-recourse and may be secured or unsecured. Existing credit facilities at Link and Boston Omaha Broadband impose restrictions that could increase our vulnerability to general adverse economic and industry conditions by limiting our flexibility in planning for and reacting to changes in our billboard, insurance, asset management, and broadband businesses. Specifically, these restrictions place limits on Link, Boston Omaha Broadband, and their subsidiaries’ ability to, among other things, incur additional indebtedness, make additional acquisitions and investments, pay dividends, repurchase stock, create liens, enter into transactions with affiliates, merge, consolidate, transfer or sell assets. Both credit facilities require Link and Boston Omaha Broadband to meet a fixed charge coverage ratio and other financial covenants. Link’s ability as well as Boston Omaha Broadband's ability to comply with these loan covenants may be affected by factors beyond their control and a breach of any loan covenants would likely result in an event of default under either Credit Agreement, which would permit the Lender to declare all amounts incurred thereunder to be immediately due and payable and to terminate their commitment to make future extensions of credit. We also may take advantage of joint venture or other partnering opportunities as such opportunities arise in order to acquire properties that would otherwise be unavailable to us. Any future credit facilities which we or any of our subsidiaries may enter into would likely impose similar restrictions and risks.

We may use the proceeds of any future borrowings to acquire assets or for general corporate purposes. In determining when to use leverage, we will assess the appropriateness of new equity or debt capital based on market conditions, including assumptions regarding future cash flow, the creditworthiness of customers, and future rental and subscriber rates.

We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940 (the "Investment Company Act"). Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the Investment Company Act. In addition, we do not invest or intend to invest in securities as our primary business. Although we do not currently hold investments in an amount which would cause us to register under the Investment Company Act, we run the risk of inadvertently being deemed to be an investment company that is required to register under the Investment Company Act because a significant portion of our assets consists of investments in companies in which we own less than a majority interest. The risk varies depending on events beyond our control, such as significant appreciation or depreciation in the market value of certain of our publicly traded holdings, adverse developments with respect to our ownership of certain of our subsidiaries, and transactions involving the sale of certain assets. If we are deemed to be an inadvertent investment company, we may seek to rely on a safe-harbor under the Investment Company Act that would provide us a one-year grace period to take steps to avoid being deemed to be an investment company. In order to ensure we avoid being deemed an investment company, we have taken, and may need to continue to take, steps to reduce the percentage of our assets that constitute investment assets under the Investment Company Act. These steps have included, among others, selling marketable securities that we might otherwise hold for the long-term and deploying our cash in non-investment assets. We have recently sold marketable securities, including at times at a loss, and we may be forced to sell our investment assets at unattractive prices or to sell assets that we otherwise believe benefit our business in the future to remain below the requisite threshold. We may also seek to acquire additional non-investment assets to maintain compliance with the Investment Company Act, and we may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to our business. Any of these actions could have a material adverse effect on our results of operations and financial condition. Moreover, we can make no assurance that we would successfully be able to take the necessary steps to avoid being deemed to be an investment company in accordance with the safe-harbor. If we were unsuccessful, then we would have to register as an investment company, and we would be unable to operate our business in its current form. We would be subject to extensive, restrictive, and potentially adverse statutory provisions and regulations relating to, among other things, operating methods, management, capital structure, indebtedness, dividends, and transactions with affiliates. If we were deemed to be an investment company and did not register as an investment company when required to do so, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, that we would be unable to enforce contracts with third parties, and/or that third parties could seek to obtain rescission of transactions with us undertaken during the period in which we were deemed to be an unregistered investment company.

Our certificate of incorporation and bylaws do not limit the amount of debt that we may incur. Our Board of Directors has not adopted a policy limiting the total amount of debt that we may incur. Our Board of Directors will consider a number of factors in evaluating the amount of debt that we may incur. If we adopt a debt policy, our Board of Directors may from time to time modify such policy in light of then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general conditions in the markets for debt and equity securities, fluctuations in the market price of our Class A common stock if then trading on any exchange, growth and acquisition opportunities, and other factors. Our decision to use leverage in the future to finance our assets will be at our discretion and will not be subject to the approval of our stockholders, and we are not restricted by our governing documents or otherwise in the amount of leverage that we may use.

Off-Balance Sheet Arrangements

Except for our normal operating leases, we do not have any off-balance sheet financing arrangements, transactions or special purpose entities.

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Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements and related notes to the consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.

In the notes accompanying the consolidated financial statements, we describe the significant accounting policies used in the preparation of our consolidated financial statements. We believe that the following represent the most significant estimates and management judgments used in preparing the consolidated financial statements.

Consolidation Policy

The financial statements of Boston Omaha Corporation include the accounts of the Company and our consolidated subsidiaries, which are comprised of voting interest entities in which we have a controlling financial interest and variable interest entities in which we are the primary beneficiary in accordance with ASC 810, Consolidation. The equity attributable to non-controlling interests in subsidiaries is shown separately in the accompanying Consolidated Balance Sheets.

Retention of Specialized Accounting

Each of 24th Street Fund I and 24th Street Fund II, collectively “the 24th Street Funds,” and Fund One Boston Omaha Build for Rent LP qualify as investment companies and apply specialized industry accounting. We report fund investments on our Consolidated Balance Sheets at their estimated fair value, with gains (losses) resulting from changes in fair value reflected within ‘Other investment income’ in the accompanying Consolidated Statements of Operations. Accordingly, the accompanying consolidated financial statements reflect different accounting policies for investments depending on whether or not they are held through a consolidated investment company.

Goodwill

Goodwill represents future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is subject to an annual impairment test. We designated October 1 as the date of our annual goodwill impairment test. We are required to identify our reporting units and determine the carrying value of each reporting unit. We analyze financial information of our operations to identify discrete segments that constitute a reporting unit. We assign assets acquired and liabilities assumed in business combinations to those reporting units. We have identified four reporting units: billboard operations, broadband operations, insurance brokerage and insurance carrier operations, and asset management operations. We are required to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, we would be required to book an impairment loss. For our annual review of reporting units, we employ a third party valuation expert.

We conduct a qualitative assessment by examining relevant events and circumstances which could have a negative impact on our goodwill, including macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, reporting unit dispositions and acquisitions, our market capitalization, and other relevant events specific to us. If, after assessing the totality of events or circumstances described above, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we will perform a quantitative impairment test. If industry and economic conditions deteriorate, we may be required to assess goodwill impairment before the next annual test, which could result in impairment charges. The fair value of each of our goodwill reporting units is generally estimated using a combination of public company multiples and discounted cash flow methodologies. The discounted cash flow approach that we use for valuing goodwill as part of the impairment testing approach involves estimating future cash flows expected to be generated from the related assets, discounted to their present value using a risk-adjusted discount rate.

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Losses and Loss Adjustment Expenses

Unpaid losses and loss adjustment expenses represent estimates for the ultimate cost of unpaid reported and unreported claims incurred and related expenses. Estimates for losses and loss adjustment expenses are based on past experience of investigating and adjusting claims and consideration of the level of premiums written during the current and prior year. Since the reserves are based on estimates, the ultimate liability may differ from the estimated reserve. The effects of changes in estimated reserves are included in the results of operations in the period in which the estimates are updated.

Quantitative and Qualitative Disclosures about Market Risk

At December 31, ~~2024~~2025, we held no significant derivative instruments that materially increased our exposure to market risks for interest rates, foreign currency rates, commodity prices or other market price risks. Our operations are currently conducted entirely within the U.S.; therefore, we had no significant exposure to foreign currency exchange rate risk.

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Recently Issued Accounting Pronouncements

~~Management~~Refer ~~reviewed~~to ~~currently issued pronouncements during the year ended December 31~~Note 2, ~~2024,~~“Summary ~~and~~of ~~believes~~Significant ~~that~~Accounting ~~any other recently issued~~Policies,” ~~but~~in ~~not~~the ~~yet~~accompanying ~~effective,~~notes ~~accounting~~to ~~standards,~~our ifconsolidated ~~currently~~financial ~~adopted,~~statements ~~would~~for ~~not have~~ a ~~material~~discussion ~~effect~~of onrecent ~~the~~accounting ~~accompanying consolidated financial statements~~pronouncements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable as we are a “smaller reporting company.”

Item 8. Financial Statements and Supplementary Data.

Our Consolidated Financial Statements and the related notes, together with the ~~Report~~Reports of Independent Registered Public Accounting ~~Firm~~Firms Deloitte and Touche LLP (PCAOB ID ~~185~~34) and KPMG, LLP (PCAOB ID 185) thereon, are set forth below beginning on page F-1 and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

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Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive ~~officers~~ officer and principal financial and accounting officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our principal executive ~~officers~~ officer and principal financial and accounting officer each concluded that, as of December 31, ~~2024~~2025, our disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the requisite time periods.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025, using the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, which we refer to as “COSO 2013.” Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of as of December 31, ~~2024~~2025.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended December 31, ~~2024~~2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our principal executive officer and principal financial and accounting officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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Item 9B. Other Information.

During the fiscal year ended December 31, ~~2024~~2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our ~~2025~~2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, ~~2024~~2025 or will be provided on a Form 10-K/A to be filed with the SEC within 120 days of our fiscal year ended December 31, ~~2024~~2025.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale and other disposition of the Company’s securities, which includes a provision that restricts our directors, officers, and employees from engaging in hedging or monetization transactions involving our securities and from engaging in short sales of our securities. Our insider trading policy also prohibits our directors, officers, and employees from holding our securities in margin accounts or otherwise pledging our securities as collateral for loans. A copy of our insider trading policy is included as Exhibit 19.1 to this Annual Report.

Clawback Policy

While we do not presently have in place any significant incentive compensation agreements or awards related to the Company’s overall financial performance, our board of directors has adopted a clawback policy in order to comply with federal securities laws. As such, we have adopted a clawback policy in which we may seek the recovery and/or forfeiture of incentive compensation paid by us, including cash, equity or equity-based compensation, in the event that we restate our financial statements under certain circumstances. The clawback policy applies to our current and former officers. A copy of our clawback policy is included as Exhibit 97.1 to this Annual Report.

Item 11. Executive Compensation.

The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our ~~2025~~2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, ~~2024~~ 2025 or will be provided on a Form 10-K/A to be filed with the SEC within 120 days of our fiscal year ended December 31, ~~2024~~2025.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 14. Principal Accountant Fees and Services.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) The following ~~consolidated~~documents ~~financial statements and the related notes thereto of the Company and the Accounting Firm thereon~~ are filed as a part of this ~~report~~Annual Report on Form 10-K:

1. Financial Statements. The following Financial Statements are included in Part II, Item 8 of this Annual Report on Form 10-K:

	Page
Reports of Independent Registered Public Accounting Firms;	F-1
Report of Independent Registered Public Accounting Firms	F-1
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024;	F-6
Consolidated Balance Sheets – December 31, 2024 and December 31, 2023	F-5
Consolidated Statements of Operations for the fiscal years ended December 31, 2025 and December 31, 2024;	F-8
Consolidated Statements of Operations – Years ended December 31, 2024 and December 31, 2023	F-7
Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended December 31, 2025 and December 31, 2024;	F-9
Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2024 and December 31, 2023	F-8
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2025 and December 31, 2024; and	F-10
Consolidated Statements of Cash Flows – Years ended December 31, 2024 and December 31, 2023	F-9
Notes to Consolidated Financial Statements.	F-13
Notes to Consolidated Financial Statements	F-12

2. ~~Exhibits:~~Financial ~~See~~Statement Schedules. All schedules have been omitted because they are either not required or the information required is included in our consolidated financial statements or the notes thereto included in Item ~~15(b)~~8 ~~below~~hereof.

~~(b)~~3. Exhibits are set forth in the Exhibit Index below.

~~The exhibits listed in the Exhibit Index attached hereto are incorporated herein by reference.~~ 56

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EXHIBIT INDEX

Exhibit No.

Exhibit Description

3.1 (*)

Second Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2017.

3.2 (*)

First Amendment to the Second Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 7, 2018.

3.3 (*)	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Boston Omaha Corporation dated June 2, 2020, filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on June 2, 2020.

3.4(*)	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on September 23, 2024.

3.5 (*)

Amended and Restated Bylaws of the Company, as amended, filed as Exhibit 3.1 to the Company’s Current Report on Form 8- K filed with the Commission on April 1, 2020.

4.1 (*)

Specimen Stock Certificate evidencing shares of Class A common stock (previously known as “Common Stock”), filed as Exhibit 4.01 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-170054) originally filed with the Commission on October 20, 2010.

4.2 (*)

Form of Class B Common Stock (previously known as “Class A Common Stock”) Purchase Warrant, filed as Exhibit 4.6 to the Company’s Current Report on Form 8-K filed with the Commission on June 24, 2015.

4.3 (*)

Amended and Restated Voting and First Refusal Agreement dated May 26, 2017 by and among the Company, Magnolia Capital Fund, L.P. and Boulderado Partners, LLC, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2017.

4.4 (*)

Registration Rights Agreement dated March 6, 2018, among Boston Omaha Corporation and the Purchasers named therein, in the form attached as Annex I to the Class A Common Stock Purchase Agreement dated February 22, 2018, among Boston Omaha Corporation and the Purchasers named therein, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2018.

4.5 (*)

Board Observer Letter dated March 6, 2018, among Boston Omaha Corporation and the Purchasers named therein, in the form attached as Annex II to the Class A Common Stock Purchase Agreement dated February 22, 2018, among Boston Omaha Corporation and the Purchasers named therein, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2018.

4.6 (*)

Stockholders Agreement dated as of May 15, 2018 by and among Boston Omaha Corporation, Magnolia BOC I LP and Boulderado BOC, LP, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018.

4.7 (#)

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

10.1 (*)(+)

Employment Agreement dated August 1, 2015 by and between the Company and Adam K. Peterson, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 5, 2015.

10.2 (*)

Form of Indemnification Agreement by and among the Company and each of its current directors and officers, filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-216040) originally filed with the Commission on February 13, 2017.

10.3 (*)(+)

Amendment No. 1 to Employment Agreement dated June 5, 2017 by and between the Company and Adam K. Peterson, filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-216040) originally filed with the Commission on February 13, 2017.

10.4 (*)(+)

Amended and Restated Management Incentive Bonus Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 28, 2018.

10.5 (*)(+)	Amendment No. 2 to Employment Agreement dated February 27, 2018 by and between the Company and Adam K. Peterson, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on February 28, 2018.

10.6 (*)	Credit Agreement, dated August 12, 2019 by and between Link Media Holdings, LLC, and First National Bank of Omaha filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.

10.7 (*)	Security Agreement, dated August 12, 2019, by and among Link Media Holdings, LLC and the Subsidiary Guarantors in Favor of First National Bank of Omaha filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.

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10.8 (*)	Subsidiaries Guaranty dated August 12, 2019 by and among the Subsidiary Guarantors in Favor of First National Bank of Omaha filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.

10.9 (*)	$24,900,000 Term Loan Note 1 dated August 12, 2019 issued by Link Media Holdings, LLC to First National Bank of Omaha filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.

10.10 (*)	First Amendment to Credit Agreement dated October 25, 2019 filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 25, 2019.

10.11 (*)	Second Amendment to Credit Agreement dated June 25, 2020 filed as Exhibit 10.1 to the Company’s Current report on Form 8-K as filed with the Commission on June 30, 2020.

10.12 (*)	Third Amendment to Credit Agreement filed as Exhibit10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on August 24, 2021.

10.13 (*)	Fourth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on December 9, 2021.

10.14 (*)	Amended and Restated Term Loan Note filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on December 9, 2021.

10.15 (*)	Fifth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on June 3, 2022.

10.16 (*)	Sixth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on April 11, 2023.

10.17 (*)	Seventh Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on September 26, 2023.

10.18 (*)	Eighth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on February 16, 2024.

10.19 (*)	Ninth Amendment to Credit Agreement filed as Exhibit 10.1. to the Company's Current Report on Form 8-K as filed with the Commission on June 5, 2024.

10.20 (#)	Tenth Amendment to Credit Agreement dated as of October 20, 2025.

10.21 (*)	Second Amended and Restated Revolving Note filed as Exhibit 10.2 to the Company's Current Report on Form 8-K as filed with the Commission on June 5, 2024.

10.22 (#)(+)	Credit Agreement by and between First National Bank of Omaha and FIF Utah, LLC, dated as of October 29, 2025.

10.23 (#)(+)	Security Agreement by and between First National Bank of Omaha and FIF Utah, LLC dated as of October 29, 2025.

10.24 (#)	Term Note A to FIF Utah Credit Agreement

10.25 (#)	Term Note B to FIF Credit Agreement

10.26 (#)	Guaranty of Boston Omaha Broadband, LLC to FIF Utah Credit Agreement

10.27 (#)	Guaranty of FIF Airebeam, LLC and FIF St. George, LLC to FIF Utah Credit Agreement

10.28 (#)(+)	Credit Agreement by and among First National Bank of Omaha, FIF Airebeam, LLC and FIF St. George, LLC dated as of October 29, 2025

10.29 (#)(+)	Security Agreement by and between First National Bank of Omaha, FIF Airebeam,LLC and FIF St. George, LLC dated as of October 29, 2025

10.30 (#)	Term Note A to Airebeam/St. George Credit Agreement

10.31 (#)	Term Note B to Airebeam/St. George Credit Agreement

10.32 (#)	Guaranty of Boston Omaha Broadband to Airebeam/St.George Credit Agreement

10.33 (#)	Guaranty of FIF Utah, LLC to Airebeam/St. George Credit Agreement

10.34 (*)(+)	Separation and Stock Repurchase Agreement by and among Alex Rozek, Boulderado Partners, LLC and the Company filed as Exhibit 10.1 to the Company's Current Report on Form 8-K as with the Commission on May 10, 2024.

10.35 (*) (+)	Services Agreement by and between Local Asset Management LLC and Boston Omaha Asset Management LLC filed as Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the Commission on May 17, 2024.

10.36 (*)(+)	Boston Omaha Corporation 2022 Long-Term incentive Plan filed as Exhibit A to the Company's Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders filed with the Commission on June 28, 2022.

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14.1 (*)	Code of Business Conduct and Ethics, filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 30, 2016.

19 (#)	Insider Trading Policy of the Company.

21.1 (#)	Schedule of Subsidiaries of the Company.

23.1 (#)	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

23.2 (#)	Consent of EisnerAmper LLP, Independent Registered Public Accounting Firm.

23.3 (#)	Consent of KPMG LLP, Independent Registered Public Accounting Firm.

31.1 (#)

Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2 (#)

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1 (#)(##)

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

32.2 (#)(##)

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

97.1 (*)

Policy for the Recovery of Erroneously Awarded Compensation filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K filed with the Commission on March 27, 2024.

101.INS

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH (#)

Inline XBRL Taxonomy Extension Schema Document.

101.CAL (#)

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF (#)

Inline XBRL Taxonomy Extension Definition.

101.LAB (#)

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE (#)

Inline XBRL Taxonomy Presentation Linkbase Document.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(*)	Incorporated by reference to the filing indicated.

(+)	Management contract or compensatory plan or arrangement.

(#)	Filed herewith.

(##)

The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Boston Omaha Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report irrespective of any general incorporation language contained in such filing.

(+)

Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

Item 16. Form 10-K Summary.

The Company has determined not to include a summary of information required by this Item 16 of the Annual Report on Form 10-K.

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EXHIBIT INDEX

Exhibit No. Exhibit Description

3.1 (*) Second Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2017.

3.2 (*) First Amendment to the Second Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 7, 2018.

3.3 (*)	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Boston Omaha Corporation dated June 2, 2020, filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on June 2, 2020.
3.4(*)	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on September 23, 2024.

3.5 (*) Amended and Restated Bylaws of the Company, as amended, filed as Exhibit 3.1 to the Company’s Current Report on Form 8- K filed with the Commission on April 1, 2020.

4.1 (*) Specimen Stock Certificate evidencing shares of Class A common stock (previously known as “Common Stock”), filed as Exhibit 4.01 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-170054) originally filed with the Commission on October 20, 2010.

4.2 (*) Form of Class B Common Stock (previously known as “Class A Common Stock”) Purchase Warrant, filed as Exhibit 4.6 to the Company’s Current Report on Form 8-K filed with the Commission on June 24, 2015.

4.3 (*) Amended and Restated Voting and First Refusal Agreement dated May 26, 2017 by and among the Company, Magnolia Capital Fund, L.P. and Boulderado Partners, LLC, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2017.

4.4 (*) Registration Rights Agreement dated March 6, 2018, among Boston Omaha Corporation and the Purchasers named therein, in the form attached as Annex I to the Class A Common Stock Purchase Agreement dated February 22, 2018, among Boston Omaha Corporation and the Purchasers named therein, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2018.

4.5 (*) Board Observer Letter dated March 6, 2018, among Boston Omaha Corporation and the Purchasers named therein, in the form attached as Annex II to the Class A Common Stock Purchase Agreement dated February 22, 2018, among Boston Omaha Corporation and the Purchasers named therein, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2018.

4.6 (*) Stockholders Agreement dated as of May 15, 2018 by and among Boston Omaha Corporation, Magnolia BOC I LP and Boulderado BOC, LP, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018.

4.7 (#) Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

10.1 (*)(+) Employment Agreement dated August 1, 2015 by and between the Company and Adam K. Peterson, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 5, 2015.

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10.2 (*) Form of Indemnification Agreement by and among the Company and each of its current directors and officers, filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-216040) originally filed with the Commission on February 13, 2017.

10.3 (*)(+) Amendment No. 1 to Employment Agreement dated June 5, 2017 by and between the Company and Adam K. Peterson, filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-216040) originally filed with the Commission on February 13, 2017.

10.4 (*)(+) Amended and Restated Management Incentive Bonus Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 28, 2018.

10.5 (*)(+)	Amendment No. 2 to Employment Agreement dated February 27, 2018 by and between the Company and Adam K. Peterson, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on February 28, 2018.
10.6 (*)	Credit Agreement, dated August 12, 2019 by and between Link Media Holdings, LLC, and First National Bank of Omaha filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.
10.7 (*)	Security Agreement, dated August 12, 2019, by and among Link Media Holdings, LLC and the Subsidiary Guarantors in Favor of First National Bank of Omaha filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.
10.8 (*)	Subsidiaries Guaranty dated August 12, 2019 by and among the Subsidiary Guarantors in Favor of First National Bank of Omaha filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.
10.9 (*)	$24,900,000 Term Loan Note 1 dated August 12, 2019 issued by Link Media Holdings, LLC to First National Bank of Omaha filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.
10.10 (*)	First Amendment to Credit Agreement dated October 25, 2019 filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 25, 2019.
10.11 (*)	Second Amendment to Credit Agreement dated June 25, 2020 filed as Exhibit 10.1 to the Company’s Current report on Form 8-K as filed with the Commission on June 30, 2020.
10.12 (*)	Third Amendment to Credit Agreement filed as Exhibit10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on August 24, 2021.
10.13 (*)	Fourth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on December 9, 2021.
10.14 (*)	Amended and Restated Term Loan Note filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on December 9, 2021.
10.15 (*)	Fifth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on June 3, 2022.
10.16 (*)	Sixth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on April 11, 2023.
10.17 (*)	Seventh Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on September 26, 2023.
10.18 (*)	Eighth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on February 16, 2024.
10.19(*)	Ninth Amendment to Credit Agreement filed as Exhibit 10.1. to the Company's Current Report on Form 8-K as filed with the Commission on June 5, 2024.
10.20(*)	Second Amended and Restated Revolving Note filed as Exhibit 10.2 to the Company's Current Report on Form 8-K as filed with the Commission on June 5, 2024.
10.21 (*)	Credit Agreement by and among FIF Airebeam LLC, FIF St. George, LLC, and FIF Utah, LLC and First National Bank of Omaha filed as Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the Commission on September 23, 2024.
10.22 (*)	Form of Note filed as Exhibit 10.2 to the Company's Current Report on Form 8-K as filed with the Commission on September 23, 2024.
10.23 (*)	Security Agreement filed as Exhibit 10.3 to the Company's Current Report on Form 8-K as filed with the Commission on September 23, 2024.
10.24(*)	Guaranty of Boston Omaha Broadband, LLC filed as Exhibit 10.4 to the Company's Current Report on Form 8-K as filed with the Commission on September 23, 2024.
10.25 (*)(+)	Separation and Stock Repurchase Agreement by and among Alex Rozek, Boulderado Partners, LLC and the Company filed as Exhibit 10.1 to the Company's Current Report on Form 8-K as with the Commission on May 10, 2024.
10.26 (+)(#)	Services Agreement by and between Local Asset Management LLC and Boston Omaha Asset Management LLC filed as Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the Commission on May 17, 2024.
10.27 (+)(#)	Boston Omaha Corporation 2022 Long-Term incentive Plan filed as Exhibit A to the Company's Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders filed with the Commission on June 28, 2022.

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14.1 (*)	Code of Business Conduct and Ethics, filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 30, 2016.
19 (#)	Insider Trading Policy of the Company.
21.1 (#)	Schedule of Subsidiaries of the Company.

23.1 (#)	Consent of EisnerAmper LLP, Registered Public Accounting Firm.
23.2 (#)	Consent of KPMG LLP, Registered Public Accounting Firm.

31.1 (#) Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2 (#) Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1 (#)(##) Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

32.2 (#)(##) Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

97.1 (*) Policy for the Recovery of Erroneously Awarded Compensation filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K filed with the Commission on March 27, 2024.

101.INS Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH (#) Inline XBRL Taxonomy Extension Schema Document.

101.CAL (#) Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF (#) Inline XBRL Taxonomy Extension Definition.

101.LAB (#) Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE (#) Inline XBRL Taxonomy Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(*) Incorporated by reference to the filing indicated.

(+) Management contract or compensatory plan or arrangement.

(#) Filed herewith.

(##) The certifications attached as Exhibits 32.1, 32.2 and 32.3 that accompany this Report, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Boston Omaha Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BOSTON OMAHA CORPORATION (Registrant) By: /s/ Adam K. Peterson Adam K. Peterson, President and Chief Executive Officer (Principal Executive Officer) March 2830, 2025 By: /s/ Joshua P. Weisenburger Joshua P. Weisenburger Chief Financial Officer (Principal Financial Officer) March 28, 2025 By: /s/ Joseph M. Meisinger Joseph M. Meisinger Chief Accounting Officer March 28, 20252026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Name		Title	Date
/s/	Adam K. Peterson	President, Chief Executive Officer and Chairman of the Board of Directors	March 2830, ~~2025~~2026
	Adam K. Peterson	(Principal Executive Officer)
/s/	Tom Burt	Director	March 2830, ~~2025~~2026
	Tom Burt
/s/	David S. Graff	Director	March 2830, ~~2025~~2026
	David S. Graff
/s/	Brendan J. Keating	Director	March 2830, ~~2025~~2026
	Brendan J. Keating
/s/	Frank H. Kenan II	Director	March 2830, ~~2025~~2026
	Frank H. Kenan II
/s/	Jeffrey C. Royal	Director	March 2830, ~~2025~~2026
	Jeffrey C. Royal
/s/	Vishnu Srinivasan	Director	March 2830, ~~2025~~2026
	Vishnu Srinivasan
/s/	Joshua P. Weisenburger	Chief Financial Officer	March 2830, ~~2025~~2026
	Joshua P. Weisenburger	(Principal Financial and Accounting Officer)
/s/	Joseph M. Meisinger	Chief Accounting Officer	March 28, 2025
	Joseph M. Meisinger

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Boston Omaha Corporation:

Opinion on the ~~Consolidated~~ Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of Boston Omaha Corporation and subsidiaries (the "Company") as of December 31, ~~2024 and 2023~~2025, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows, for ~~each of~~ the ~~years in the two-~~year ~~period~~ ended December 31, ~~2024~~2025, and the related notes (collectively, ~~the~~referred ~~consolidated~~to as the "financial statements"). In our opinion, based on our ~~audits~~audit and the report of EisnerAmper LLP, the ~~consolidated~~ financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024 and 2023~~2025, and the results of its operations and its cash flows for ~~each of~~ the ~~years in the two-~~year ~~period~~ ended December 31, ~~2024~~2025, in conformity with ~~U.S.~~accounting principles generally accepted ~~accounting~~in ~~principles~~the United States of America.

We did not audit the financial statements of Sky Harbour Group Corporation, (athe ~~16.4~~Company's ~~percent~~investment ~~owned~~in ~~investee~~which ~~company)~~is accounted for by use of the equity method. The accompanying financial statements of the Company’s include its equity investment in Sky Harbour Group Corporation ~~was~~of $7274.03 million ~~and $94.2 million~~ as of December 31, ~~2024 and 2023~~2025, ~~respectively,~~ and its equity in ~~loss~~income of ~~unconsolidated affiliates of~~ Sky Harbour Group Corporation ~~was~~of ($176.2)4 million ~~and ($10.7) million~~ for the ~~years~~year ~~2024~~ended ~~and~~December ~~2023~~31, ~~respectively~~2025. ~~The~~Those financial statements ~~of Sky Harbour Group Corporation~~ were audited by EisnerAmper LLP, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Sky Harbour Group Corporation, is based solely on the report of EisnerAmper LLP.

Basis for Opinion

These ~~consolidated~~ financial statements are the responsibility of the Company’'s management. Our responsibility is to express an opinion on ~~these~~the ~~consolidated~~Company's financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the ~~consolidated~~ financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our ~~audits~~audit ~~provide~~ and the report of EisnerAmper LLP provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit ~~matter~~matters communicated below isare amatters ~~matter~~ arising from the current -period audit of the ~~consolidated~~ financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1) ~~relates~~relate to accounts or disclosures that are material to the ~~consolidated~~ financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit ~~matter~~matters does not alter in any way our opinion on the ~~consolidated~~ financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing a separate ~~opinion~~opinions on the critical audit ~~matter~~matters or on the accounts or disclosures to which itthey ~~relates~~relate.

~~Evaluation~~Real ofEstate Assets Invested by the ~~fair~~Investments ~~value~~in ofSpecial ~~the~~Purpose ~~real~~Entities– ~~estate~~Refer ~~assets~~to inNotes ~~the~~7 ~~24th~~& ~~Street~~8 ~~Funds~~to the Financial Statements

AsCritical ~~discussed~~Audit inMatter Note 8 to the consolidated financial statements, in May 2023, the Company began consolidating 24th Street Asset Management LLC (24th Street) and the 24th Street Funds. Each of the 24th Street Funds hold investments in special purpose entities whose primary assets are real estate property (collectively, the Subject Properties or individually, the Subject Property). The Company reports fund investments at their estimated fair value with gains (losses) resulting from changes in fair value reflected within other investment income. As of December 31, 2024, the aggregate fair value of fund investments, a portion of which relates to the real estate assets within the 24th Street Funds, was approximately $34.5 million. The income and comparable sales approach was used to value the real estate assets.Description

WeThe ~~identified~~Company’s ~~the~~variable ~~evaluation~~interest ofentities ~~the fair value~~ of ~~the~~24th ~~real~~Street ~~estate~~Fund ~~assets~~I, inLLC, ~~the~~ 24th Street ~~Funds~~Fund asII, ~~of December 31~~LLC, ~~2024~~and asFund aOne ~~critical~~Boston ~~audit~~Omaha ~~matter.~~Build ~~Subjective~~for ~~auditor~~Rent ~~judgment~~LP ~~was~~each ~~required~~hold toinvestments ~~evaluate~~in ~~certain~~special ~~key~~purpose ~~assumptions~~entities ~~used~~whose byprimary ~~management~~assets toare ~~estimate~~real ~~the~~estate, ~~fair~~for ~~value~~which ofthird-party ~~the~~appraisals ~~Subject~~were ~~Properties,~~obtained. asAppraisals ~~they~~of ~~are~~the ~~sensitive~~real toestate ~~variation~~assets ~~such~~held ~~that~~by ~~changes~~the inspecial ~~the~~purpose ~~key~~entities ~~assumptions~~used ~~could~~an ~~have~~income acapitalization ~~significant~~and/or ~~impact~~comparable onsales ~~the~~approach ~~fair~~to value of the ~~Subject~~underlying ~~Properties~~real estate. ~~Key~~The ~~assumptions~~income ~~included~~capitalization approach used expected market rents and capitalization rates. ~~used~~The incomparable ~~the~~sales ~~income~~ approach ~~and~~used ~~comparable~~ observable ~~sales~~market ~~used~~transactions into value the ~~comparable~~underlying ~~sales~~real ~~approach~~estate. ~~Additionally,~~As ~~the~~of ~~audit~~December ~~effort~~31, ~~associated~~2025, ~~with~~total ~~the~~investments ~~estimate~~in ~~required~~special ~~specialized~~purpose ~~skills~~entities ~~and~~were ~~knowledge~~$24.3 million.

Given the subjectivity in estimating these key assumptions, performing audit procedures to evaluate whether these underlying real estate assets were appropriately valued required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

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~~The~~How ~~following are~~ the ~~primary~~Critical ~~procedures~~Audit weMatter ~~performed~~Was toAddressed ~~address~~in ~~this~~the ~~critical audit matter. We involved valuation professionals with specialized skills and knowledge, who assisted in:~~Audit

oOur ~~Assessing~~audit ~~the~~procedures ~~appropriateness~~related ofto ~~management’s~~the ~~methodologies~~key ~~used~~assumptions toaffecting ~~determine~~these ~~the~~underlying ~~fair~~real ~~value,~~estate ~~for~~assets ~~all~~included ~~Subject~~the ~~Properties~~following, among others:

o● ~~Evaluating~~We ~~the~~selected ~~reasonableness~~a sample of ~~management’s~~real ~~future~~estate ~~expected~~assets ~~market rents by comparing the market rent assumptions to external sources including signed~~ and ~~active~~performed ~~leases of similar properties, and to objective contractual information of leases recently signed at~~ the ~~respective Subject Property, for a selection of Subject Properties~~following:

o ~~Assessing~~Tested the ~~reasonableness~~underlying ofcharacteristics ~~the~~that ~~capitalization~~served ~~rates~~as bythe ~~comparing~~basis for the ~~selected~~analysis ~~capitalization~~to ~~rates~~evaluate tothat ~~reliable~~the ~~market~~inputs ~~resources,~~to ~~for~~the aestimate ~~selection~~were ofaccurate ~~Subject~~and ~~Properties~~complete.

o ~~Assessing~~With the ~~reasonableness~~assistance of ~~management’s~~our fair value ~~by developing ranges of fair value using transactions and listings of comparable properties from external databases, and comparing to management’s fair values for a selection of Subject Properties.~~specialists:

/o Assessed the appropriateness of management’s~~/KPMG~~ ~~LLP~~ methodologies used to determine the fair value for the underlying real estate assets.

~~KPMG~~o ~~LLP~~Evaluated the reasonableness of management’s future expected market rents by comparing the market rent assumptions to external sources, including signed and active leases of similar properties, and to contractual information of leases recently signed at the respective real estate asset.

Weo ~~have~~Assessed ~~served~~the asreasonableness of the ~~Company’s~~capitalization ~~auditor~~rates ~~since~~by ~~2020~~comparing the selected capitalization rates to observable market sources.

~~Omaha,~~o ~~Nebraska~~Assessed the reasonableness of management’s fair value by comparing to transactions and listings of comparable properties from external sources.

~~March~~Reserves ~~28,~~for ~~2025~~Unpaid Losses and Loss Adjustment Expenses – Refer to Note 15 to the Financial Statements

Critical Audit Matter Description

The Company’s reserves for unpaid losses and loss adjustment expenses relate to short duration surety insurance contracts. Key assumptions affecting these unpaid losses and loss adjustment expenses include paid and incurred loss development factors and expected loss ratios, which are primarily driven by historical claims paid and incurred data and consideration of the level of premiums written during the current and prior years. As of December 31, 2025, reserves for unpaid losses and loss adjustment expenses were $6.5 million.

Given the subjectivity of estimating these key assumptions, performing audit procedures to evaluate whether certain of these unpaid losses and loss adjustment expenses were appropriately valued as of December 31, 2025, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the key assumptions affecting certain of these unpaid losses and loss adjustment expenses included the following, among others:

●

We tested the underlying data that served as the basis for the actuarial analysis to evaluate that the inputs to the actuarial estimate were accurate and complete.

●

With the assistance of our actuarial specialists, we developed independent estimates of the unpaid losses and loss adjustment expenses, utilizing loss data and industry claim development factors as needed, and compared our estimates to management’s estimates.

/s/ Deloitte & Touche LLP

Omaha, Nebraska
March 30, 2026

We have served as the Company's auditor since 2025.

F-2

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors ~~and~~Boston ~~Stockholders~~Omaha ofCorporation:

~~Sky~~Opinion ~~Harbour~~on ~~Group~~the ~~Corporation~~Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Boston Omaha Corporation and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, based on our audit and the report of EisnerAmper LLP, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows the year ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We did not audit the financial statements of Sky Harbour Group Corporation (a 16.4 percent owned investee company). The Company’s investment in Sky Harbour Group Corporation was $72.0 million as of December 31, 2024, and its equity in loss of unconsolidated affiliates of Sky Harbour Group Corporation was ($17.2) million. The financial statements of Sky Harbour Group Corporation were audited by EisnerAmper LLP, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Sky Harbour Group Corporation, is based solely on the report of EisnerAmper LLP.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides and the report of EisnerAmper LLP provides a reasonable basis for our opinion.

/s/ KPMG LLP

We served as the Company’s auditor from 2020 to 2025.

Omaha, Nebraska
March 30, 2026

F-3

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Sky Harbour Group Corporation:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sky Harbour Group Corporation and Subsidiaries (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~/s/~~Critical ~~EisnerAmper~~Audit ~~LLP~~Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Constructed assets, long-lived assets, and cost of construction – Indicators of Impairment

As of December 31, 2025, the Company had constructed assets and long-lived assets, net of accumulated depreciation, and cost of construction of approximately $349.8 million. As disclosed in Note 2 to the financial statements, the Company monitors events and changes in circumstances representing triggering events that could indicate that the carrying amounts of constructed assets, long-lived assets, and cost of construction may not be recoverable at asset group level. Examples of the types of events and circumstances that would cause management to assess the Company’s constructed assets, long-lived assets, and cost of construction for potential impairment include, but are not limited to: a significant decrease in the market price of an asset; a significant adverse change in the manner in which the asset is being used or its physical condition; natural disasters; a change in the projected holding period; significant changes regarding future occupancy; and changes in the local markets or economic conditions. When such events or changes in circumstances are present, the Company assesses potential impairment by comparing projected future cash flows over the anticipated holding period on an undiscounted basis to the carrying amount of the asset. These projected cash flows reflect in-place and projected leasing activity, market revenue and expense growth rates, anticipated holding period, and changes in economic and other relevant conditions.

We identified the evaluation of indicators of impairment as a critical audit matter due to significant judgment made by management in identifying indicators of impairment. This in turn led to a high degree of auditor judgment, subjectivity, and audit effort in performing procedures to evaluate the reasonableness of management’s significant assumptions related to the impairment evaluation including identifying events and circumstances that exist that would indicate the carrying amounts of constructed assets, long-lived assets, and cost of construction may not be recoverable.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. We obtained an understanding and evaluated the design of controls over the Company’s impairment evaluation. Our procedures included, among others, assessing the methodologies applied and identifying the existence of any triggering events, including comparing estimated costs to completion to initial budgets, comparing lease occupancy rates at the asset group level, as well as performing trend analysis including revenue and net operating income at the asset group level year over year, and considering if the determination was reasonable considering the past and current economic performance of the airport projects and if consistent with evidence obtained in other areas of the audit. We tested completeness and accuracy of the underlying data used by management in its evaluation. We held discussions with management regarding known or expected changes in business conditions, asset utilization, strategic plans, or regulatory or economic factors that could affect the recoverability of constructed assets, long‑lived assets, and cost of construction.

/s/ EisnerAmper

We have served as the Company’s auditor since 2020.

EISNERAMPER LLP

~~New York~~Iselin, New ~~York~~Jersey

March 2719, ~~2025~~2026

F-34

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BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

F-45

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Balance Sheets

ASSETS

	December 31,
	2024		2023
	2025		2024
Current Assets:
Cash and cash equivalents	$	28,~~289~~624,~~712~~064	$	2128,~~946~~289,~~884~~712
Cash held by BOAM funds and other		24,~~933~~180,~~723~~225		32,~~364~~933,~~789~~723
Accounts receivable, net		1216,~~433~~022,~~587~~158		12,~~141~~433,~~244~~587
Interest receivable		83,613		185,482
Short-term investments		28,185,899		44,953,337
Short-term investments		44,953,337		24,753,469
Marketable equity securities		868,043		2,393,260
Marketable equity securities		2,393,260		2,210,037
U. S. Treasury securities		20,670,032		10,976,969
U. S. Treasury securities		10,976,969		47,112,659
Funds held as collateral assets		13,910,338		9,973,991
Funds held as collateral assets		9,973,991		14,101,531
Prepaid expense and other current assets		6,474,305		5,492,822
Prepaid expenses		5,409,209		5,571,454
Total Current Assets		118,935,064		117,447,401
Total Current Assets		117,447,401		131,387,549
Property and Equipment, net		172,603,612		161,593,673
Property and Equipment, net		161,593,673		144,266,763
Other Assets:
Goodwill		182,380,136		182,380,136
Intangible assets, net		5851,~~332~~358,~~625~~659		6558,~~532~~332,~~301~~625
Investments		7451,~~080~~434,~~331~~408		8774,~~104~~080,~~272~~331
Investments in unconsolidated affiliates		7274,~~435~~816,~~867~~890		9472,~~244~~435,~~788~~867
Deferred policy acquisition costs		2,~~161~~944,~~721~~576		12,~~772~~161,~~455~~721
Right of use assets		5958,~~742~~426,~~166~~854		6159,~~399~~742,~~460~~166
Other		~~171~~172,~~809~~090		~~119~~171,~~368~~809
Total Other Assets		~~449~~421,~~304~~533,~~655~~613		~~492~~449,~~552~~304,~~780~~655
Total Assets	$	~~728~~713,~~345~~072,~~729~~289	$	~~768~~728,~~207~~345,~~092~~729

The accompanying notes are an integral part of the consolidated financial statements.

F-56

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Balance Sheets (Continued) LIABILITIES, ~~REDEEMABLE NONCONTROLLING INTERESTS,~~ AND STOCKHOLDERS' EQUITY

	December 31,
	2024			2023
	2025			2024
Current Liabilities:
Accounts payable and accrued expenses	$	2213,~~251~~952,~~493~~323		$	1816,~~438~~378,~~647~~301
Short-term payables for business acquisitions		~~121~~1,~~104~~360,693			~~618~~121,~~003~~104
Lease liabilities		5,~~333~~269,~~611~~586			5,~~085~~333,~~221~~611
Funds held as collateral		913,~~973~~910,~~991~~338			149,~~101~~973,~~531~~991
Unearned premiums		12,985,868			9,699,544
Unpaid losses and loss adjustment expenses		6,539,177			5,873,192
Current maturities of long-term debt		1,201,448			814,667
Unearned premiums		13,576,411			12,985,868
Deferred revenue		3,044,009			2,628,139
Current maturities of long-term debt		2,386,624			1,201,448
Total Current Liabilities		54,911,524			51,385,752
Deferred revenue		3,178,012			3,044,009
Total Current Liabilities		60,173,164			54,911,524
Long-term Liabilities:
Asset retirement obligations		4,~~013~~231,~~457~~333			34,~~794~~013,~~985~~457
Lease liabilities		54,~~994~~383,~~879~~643			5654,~~438~~994,~~308~~879
Long-term debt, less current maturities		3846,~~363~~384,~~356~~986			2638,~~523~~363,~~099~~356
Other long-term liabilities		188,~~417,091~~264			1,~~500~~417,~~875~~091
Deferred tax liability		11,~~925~~738,~~969~~933			1211,~~111~~925,~~812~~969
Total Liabilities		~~165~~177,~~626~~000,~~276~~323			~~151~~165,~~754~~626,~~831~~276
Redeemable Noncontrolling Interests		-			15,638,013
Stockholders' Equity:
Preferred stock, $.001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding		-			-
Class A common stock, $.001 par value, 38,838,884 shares authorized, 30,943,349 and 30,255,739 shares issued, respectively		30,943			30,256
Class A common stock, $.001 par value, 38,838,884 shares authorized, 31,019,355 and 30,943,349 shares issued, respectively		31,019			30,943
Class B common stock, $.001 par value, 1,161,116 shares authorized, 527,780 and 1,055,560 shares issued and outstanding, respectively		528			1,056
Class B common stock, $.001 par value, 1,161,116 shares authorized, 580,558 and 527,780 shares issued and outstanding, respectively		581			528
Additional paid-in capital		~~539~~540,~~126~~709,~~302~~898			~~522~~539,~~506~~126,~~626~~302
Treasury stock, at cost, 111,323 and 0 shares, respectively		(1,589,322	)		-
Treasury stock, at cost, 561,868 and 111,323 shares, respectively		(7,429,229	)		(1,589,322	)
(Accumulated deficit) Retained earnings		(4,748,942	)		15,669,488
Accumulated deficit		(17,176,482	)		(4,748,942	)
Total Boston Omaha Stockholders' Equity		~~532~~516,~~819~~135,~~509~~787			~~538~~532,~~207~~819,~~426~~509
Noncontrolling interests		2919,~~899~~936,~~944~~179			6229,~~606~~899,~~822~~944
Total Equity		~~562~~536,~~719~~071,~~453~~966			~~600~~562,~~814~~719,~~248~~453
Total Liabilities, Redeemable Noncontrolling Interests, and Equity	$	728,345,729		$	768,207,092
Total Liabilities and Stockholders' Equity	$	713,072,289		$	728,345,729

The accompanying notes are an integral part of the consolidated financial statements.

F-67

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Statements of Operations

	For the Years Ended
	December 31,
	2024			2023
	2025			2024
Revenues:
Billboard rentals, net	$	45,~~153~~851,~~076~~335		$	4245,~~940~~153,~~369~~076
Broadband services		3941,~~098~~194,~~228~~668			3539,~~340~~098,~~502~~228
Premiums earned		1923,~~759~~182,~~540~~446			1319,~~932~~759,~~659~~540
Insurance commissions		12,~~962~~057,~~692~~170			1,~~884~~962,~~007~~692
Investment and other income		2,~~301~~090,~~365~~729			2,~~156~~301,~~199~~365
Total Revenues		~~108~~114,~~274~~376,~~901~~348			96108,~~253~~274,~~736~~901
Costs and Expenses:
Cost of billboard revenues (exclusive of depreciation and amortization)		1514,~~496~~931,~~805~~320			15,~~136~~496,~~817~~805
Cost of broadband revenues (exclusive of depreciation and amortization)		9,~~444~~701,~~030~~996			9,~~955~~444,~~518~~030
Cost of insurance revenues (exclusive of depreciation and amortization)		914,~~400~~432,~~691~~722			69,~~808~~400,~~167~~691
Employee costs		3834,~~146~~284,~~193~~576			3238,~~561~~146,~~929~~193
Professional fees		4,~~898~~117,~~144~~922			4,~~665~~898,~~515~~144
General and administrative		1615,~~237~~882,~~654~~612			16,~~112~~237,~~243~~654
Amortization		7,~~683~~751,~~952~~053			7,~~409~~683,~~939~~952
Depreciation		1417,~~495~~020,~~747~~257			1214,~~155~~495,~~096~~747
Loss on disposition of assets		720,691			84,414
(Gain) loss on disposition of assets		(35,839	)		720,691
Accretion		~~218~~217,~~472~~876			~~216~~218,~~501~~472
Total Costs and Expenses		~~116~~118,~~742~~304,~~379~~495			~~105~~116,~~106~~742,~~139~~379
Net Loss from Operations		(83,~~467~~928,~~478~~147	)		(8,~~852~~467,~~403~~478	)
Other Income (Expense):
Interest and dividend income		1,~~385~~203,~~884~~092			21,~~609~~385,~~148~~884
Equity in loss of unconsolidated affiliates		(17,283,281	)		(7,888,765	)
Equity in income (loss) of unconsolidated affiliates		6,544,671			(17,283,281	)
Other investment income		29,059,717			6,132,791
Other investment (loss) income		(19,874,269	)		29,059,717
Interest expense		(12,~~598~~330,~~248~~043	)		(1,~~147~~598,~~234~~248	)
Net Income (Loss) Before Income Taxes		3,096,594			(9,146,463	)
Net (Loss) Income Before Income Taxes		(18,384,696	)		3,096,594
Income tax benefit		~~274~~79,~~821~~258			2274,~~978,738~~821
Net Income (Loss)		3,371,415			(6,167,725	)
Net (Loss) Income		(18,305,438	)		3,371,415
Noncontrolling interest in subsidiary income		(4,663,865	)		(836,284	)
Noncontrolling interest in subsidiary loss (income)		5,877,898			(4,663,865	)
Net Loss Attributable to Common Stockholders	$	(112,~~292~~427,~~450~~540	)	$	(71,~~004~~292,~~009~~450	)
Basic Net Loss per Share	$	(0.0440	)	$	(0.2304	)
Diluted Net Loss per Share	$	(0.0440	)	$	(0.2304	)
Basic Weighted Average Class A and Class B Common Shares Outstanding		31,~~496~~413,~~857~~667			31,~~092~~496,~~850~~857
Diluted Weighted Average Class A and Class B Common Shares Outstanding		31,~~496~~413,~~857~~667			31,~~092~~496,~~850~~857

The accompanying notes are an integral part of the consolidated financial statements.

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Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Statements of Changes in Stockholders' Equity

	No. of shares
	Class A Common Stock			Class B Common Stock			Class A Common Stock			Class B Common Stock			Additional Paid-in Capital			Treasury Stock			Noncontrolling Interest			Retained Earnings (Accumulated Deficit)			Total
Stockholders' equity January 1, 2023		28,650,688			1,055,560		$	28,651		$	1,056		$	483,917,938		$	-		$	7,409,068		$	22,673,497		$	514,030,210
Stockholders' equity January 1, 2024		30,255,739			1,055,560		$	30,256		$	1,056		$	522,506,626		$	-		$	62,606,822		$	15,669,488		$	600,814,248
Stock issued for cash		1,532,065			-			1,532			-			37,525,131			-			-			-			37,526,663
Stock issued as compensation		27,342			-			27						640,343			-			-			-			640,370
Stock issued for purchase of 24th Street Asset Management		45,644			-			46						1,003,274			-			-			-			1,003,320
Offering costs		-			-			-			-			(1,280,060	)		-			-						(1,280,060	)
Contribution from noncontrolling interest, Broadband subsidiary		-			-			-			-			700,000			-						-			700,000
Contribution from noncontrolling interests, Build for Rent subsidiary		-			-			-			-			-			-			4,800,000			-			4,800,000
Distributions to noncontrolling interests, Build for Rent subsidiary		-			-			-			-			-			-			(81,638	)		-			(81,638	)
Contributions from noncontrolling interests, 24th Street Asset Management		-			-			-			-			-			-			50,206,255			-			50,206,255
Distributions to noncontrolling interests, 24th Street Asset Management		-			-			-			-			-			-			(688,330	)		-			(688,330	)
Minority owner contribution, General Indemnity		-			-			-			-			-			-			50,175			-			50,175
Net income attributable to minority interests, December 31. 2023		-			-			-			-			-			-			911,292			-			911,292
Net (loss) attributable to common stockholders, December 31, 2023		-			-			-			-			-			-			-			(7,004,009	)		(7,004,009	)
Stockholders' equity December 31, 2023		30,255,739			1,055,560		$	30,256		$	1,056		$	522,506,626		$	-		$	62,606,822		$	15,669,488		$	600,814,248
Stock issued as compensation		58,249			-			58			-			917,737			-			-			-			917,795
Stock issued for acquisition of noncontrolling interests, Broadband subsidiaries		839,361			-			839			-			15,701,939			-			-			-			15,702,778
Cancellation of Class A and Class B treasury shares and Class B warrants repurchased		(210,000	)		(527,780	)		(210	)		(528	)		-			-			-			(19,125,980	)		(19,126,718	)
Minority owner contributions		-			-			-			-			-			-			156,082			-			156,082
Contributions from noncontrolling interests, Build for Rent subsidiary		-			-			-			-			-			-			50,000			-			50,000
Distributions to noncontrolling interests, Build for Rent subsidiary		-			-			-			-			-			-			(7,856,159	)		-			(7,856,159	)
Distributions to noncontrolling interests, 24th Street Asset Management		-			-			-			-			-			-			(29,655,901	)		-			(29,655,901	)
Treasury stock purchased		-			-			-			-			-			(1,589,322	)		-			-			(1,589,322	)
Net income attributable to minority interests, December 31, 2024		-			-			-			-			-			-			4,599,100			-			4,599,100
Net (loss) attributable to common stockholders, December 31, 2024		-			-			-			-			-			-			-			(1,292,450	)		(1,292,450	)
Stockholders' equity December 31, 2024		30,943,349			527,780		$	30,943		$	528		$	539,126,302		$	(1,589,322	)	$	29,899,944		$	(4,748,942	)	$	562,719,453
Exercise of Class B Warrants		-			52,778			-			53			525,203			-			-			-			525,256
Stock issued as compensation		76,006			-			76			-			1,061,679			-			-			-			1,061,755
Stock returned to treasury for payroll taxes		-			-			-			-			-			(87,170	)		-			-			(87,170	)
Offering costs		-			-			-			-			(3,286	)		-			-			-			(3,286	)
Minority owner contributions		-			-			-			-			-			-			378,290			-			378,290
Distributions to noncontrolling interests, Build for Rent subsidiary		-			-			-			-			-			-			(1,120,465	)		-			(1,120,465	)
Distributions to noncontrolling interests, 24th Street Asset Management		-			-			-			-			-			-			(3,343,692	)		-			(3,343,692	)
Treasury stock purchased		-			-			-			-			-			(5,752,737	)		-			-			(5,752,737	)
Net (loss) attributable to minority interests, December 31, 2025		-			-			-			-			-			-			(5,877,898	)		-			(5,877,898	)
Net (loss) attributable to common stockholders, December 31, 2025		-			-			-			-			-			-			-			(12,427,540	)		(12,427,540	)
Stockholders' equity December 31, 2025		31,019,355			580,558		$	31,019		$	581		$	540,709,898		$	(7,429,229	)	$	19,936,179		$	(17,176,482	)	$	536,071,966

The accompanying notes are an integral part of the consolidated financial statements.

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Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Statements of Cash Flows

	For the Years Ended
	December 31,
	2024			2023
	2025			2024
Cash Flows from Operating Activities:
Net Income (Loss)	$	3,371,415		$	(6,167,725	)
Net (Loss) Income	$	(18,305,438	)	$	3,371,415
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Amortization of right of use assets		5,~~493~~670,~~263~~233			5,~~488~~493,~~927~~263
Depreciation, amortization, and accretion		2224,~~398~~989,~~171~~186			1922,~~781~~398,~~536~~171
Income taxes		(~~290~~136,~~427~~669	)		(3290,~~077,908~~427	)
Loss on disposition of assets		720,691			84,414
(Gain) loss on disposition of assets		(35,839	)		720,691
Bad debt expense		~~318~~385,~~520~~091			~~252~~318,~~957~~520
Equity in loss of unconsolidated affiliates		17,283,281			7,888,765
Equity in (income) loss of unconsolidated affiliates		(6,544,671	)		17,283,281
Amortization of bond premium		(1,~~302~~262,~~048~~729	)		-(1,302,048	)
Other investment income		(29,059,717	)		(6,132,791	)
Other investment loss (income)		19,874,269			(29,059,717	)
Compensation paid in stock		1,061,755			917,795
Other		60,000			-
Changes in operating assets and liabilities:
Accounts receivable		~~(610~~431,~~863~~438	)		(6610,~~562,835~~863	)
Interest receivable		~~101~~27,~~869~~165			10101,~~584~~869
Prepaid expenses		~~162~~(1,~~245~~008,648	)		~~(880~~162,~~197~~245	)
Distributions from unconsolidated affiliates		-			271,355
Deferred policy acquisition costs		(782,855	)		(389,266	)
Deferred policy acquisition costs		(389,266	)		(517,135	)
Other assets		(281	)		(52,659	)
Other assets		(52,659	)		(2,966	)
Other liabilities, exclusive of debt		(74,724	)		(83,785	)
Other liabilities, exclusive of debt		(83,785	)		-
Accounts payable, accrued expenses, unpaid losses and loss adjustments, and other		(1,810,360	)		3,917,430
Accounts payable, accrued expenses and other current liabilities		3,917,430			7,635,508
Lease liabilities		(5,403,979	)		(5,356,529	)
Lease liabilities		(5,356,529	)		(5,291,469	)
Unearned premiums		590,543			3,286,324
Compensation paid in stock		917,795			640,370
Deferred revenue		134,003			415,870
Unearned premiums		3,286,324			2,540,818
Net Cash Provided by Operating Activities		17,857,490			21,241,580
Deferred revenue		415,870			96,917
Net Cash Provided by Operating Activities		21,241,580			16,059,125
Cash Flows from Investing Activities:
Payments on short-term payables for business acquisitions		(~~496~~14,~~899~~513	)		(4496,~~038,855~~899	)
Business acquisitions, net of cash acquired		-			(10,916,955	)
Investment in unconsolidated affiliates		-			(21,000	)
Investment in unconsolidated affiliates		(21,000	)		(3,019,500	)
Capital expenditures		(27,898,145	)		(32,201,191	)
Capital expenditures		(32,201,191	)		(51,866,340	)
Proceeds from sales of investments		287,784,497			355,082,233
Payment of contingent consideration		-			(248,272	)
Purchase of investments		(273,418,446	)		(294,263,327	)
Proceeds from sales of investments		355,082,233			304,480,216
Net Cash (Used in) Provided by Investing Activities		(13,546,607	)		28,099,816
Purchase of investments		(294,263,327	)		(298,642,985	)
Net Cash Provided by (Used in) Investing Activities		28,099,816			(64,252,691	)

The accompanying notes are an integral part of the consolidated financial statements.

F-910

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)

	For the Years Ended
	December 31,
	2024			2023
	2025			2024
Cash Flows from Financing Activities:
Proceeds from issuance of stock		-525,256			~~37,526,663~~-
Proceeds from credit facilities		13,500,000			-
Proceeds from borrowings		11,500,000			13,500,000
Stock repurchased		(185,~~350~~752,~~693~~737	)		-(18,350,693	)
Contributions from noncontrolling interests		~~206~~378,~~082~~290			5206,~~550,175~~082
Distributions to noncontrolling interests		(377,~~512~~084,~~061~~357	)		(~~769~~37,~~968~~512,061	)
Principal payments of long-term debt		(1,272,962	)		(1,161,504	)
Repayments on borrowings		(2,293,195	)		(1,272,962	)
Collateral release		(4,127,540	)		(6,925,048	)
Collateral receipt (release), net		3,936,347			(4,127,540	)
Offering costs		-(3,286	)		~~(1,280,060~~-	)
Net Cash (Used in) Provided by Financing Activities		(47,557,174	)		32,940,258
Net Cash Provided by (Used in) Financing Activities		1,206,318			(47,557,174	)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		1,784,222			(15,253,308	)
Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash		5,517,201			1,784,222
Cash, Cash Equivalents, and Restricted Cash, Beginning of Year		3941,~~413~~197,~~204~~426			5439,~~666~~413,~~512~~204
Cash, Cash Equivalents, and Restricted Cash, End of Year	$	4146,~~197~~714,~~426~~627		$	3941,~~413~~197,~~204~~426
Interest Paid in Cash	$	12,~~527~~346,~~915~~423		$	1,~~130~~527,~~539~~915
Income Taxes Paid in Cash	$	-		$	99,649

The accompanying notes are an integral part of the consolidated financial statements.

F-1011

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)
Supplemental Schedules of Non-cash Investing and Financing Activities

	For the Years Ended
	December 31,
	2024		2023
	2025		2024
Payable as consideration for business acquisitions	$	-	$	1,691,602
Distribution receivable from real estate fund		4,405,100		-
Stock issued as consideration for redeemable noncontrolling interest		~~13,399,161~~-		-13,399,161
Investment transferred as compensation for stock repurchased		~~1,474,292~~-		-1,474,292
Contributions from noncontrolling interests, 24th Street Asset Management		-		50,206,255
Stock issued as consideration for business acquisition		-		1,003,320

The accompanying notes are an integral part of the consolidated financial statements.

F-1112

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 1.

ORGANIZATION AND BACKGROUND

Boston Omaha Corporation ("Boston Omaha," the "Company," "we," "us," and "our") was organized on August 11, 2009 with present management taking over operations in February 2015. Our operations include (i) our outdoor advertising business with multiple billboards across Alabama, Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada, Oklahoma, South Dakota, Tennessee, Virginia, West Virginia, and Wisconsin; (ii) our insurance business that specializes in surety bond underwriting and brokerage; (iii) our broadband business that provides high-speed broadband services to its customers, (iv) our asset management business, and (v) our minority investments primarily in real estate, real estate services, private aviation infrastructure, and banking. Our billboard operations are conducted through our subsidiary, Link Media Holdings, LLC, our insurance operations are conducted through our subsidiary, General Indemnity Group, LLC, our broadband operations are conducted through our subsidiary, Boston Omaha Broadband, LLC, and our asset management operations are conducted through our subsidiary, Boston Omaha Asset Management, LLC.

We completed an acquisition of an outdoor advertising business and entered the outdoor advertising industry on June 19, 2015. From 2015 through ~~2024~~2025, we have completed more than twenty additional acquisitions of outdoor advertising businesses.

On April 20, 2016, we completed an acquisition of a surety bond brokerage business. On December 7, 2016, we acquired a fidelity and surety bond insurance company. From 2017 through ~~2024~~2025, we completed four additional acquisitions of surety brokerage businesses.

On March 10, 2020, we completed the acquisition of a rural broadband internet provider located in Arizona. On December 29, 2020, we completed the acquisition of a second broadband internet provider located in Utah. On April 1, 2022, we completed the acquisition of our third broadband internet provider located in Utah.

On September 25, 2020, we filed a Registration Statement on Form S-1 with the Securities and Exchange Commission for a proposed initial public offering of units of a special purpose acquisition company, which we refer to as the “SPAC,” named Yellowstone Acquisition Company, which we refer to as “Yellowstone.” Yellowstone completed its initial public offering on October 26, 2020 and on January 25, 2022 completed a business combination with Sky Harbour Group and Yellowstone changed its name to Sky Harbour Group Corporation (see Note 8 for further discussion).

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Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation Policy

The financial statements of Boston Omaha Corporation include the accounts of the Company and our consolidated subsidiaries, which are comprised of voting interest entities in which we have a controlling financial interest and variable interest entities for which we have determined that we are the primary beneficiary. All ~~significant~~ intercompany profits, losses, transactions, and balances have been eliminated in consolidation.

Variable Interest Entities (VIEs)

We determine whether an entity is a VIE and, if so, whether it should be consolidated by utilizing judgments and estimates that are inherently subjective. Our determination of whether an entity in which we hold a direct or indirect variable interest is a VIE is based on several factors, including whether the entity’s total equity investment at risk upon inception is sufficient to finance the entity’s activities without additional subordinated financial support. We make judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, and then a quantitative analysis, if necessary.

We analyze any investments in VIEs to determine if we are the primary beneficiary. In evaluating whether we are the primary beneficiary, we evaluate our direct and indirect economic interests in the entity. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in the VIE. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative approach focused on identifying which reporting entity has both: (i) the power to direct the activities of a VIE that most significantly impact such entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment.

We consider a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct operating decisions and activities. In addition, we consider the rights of other investors to participate in those decisions. We determine whether we are the primary beneficiary of a VIE at the time we become involved with a variable interest entity and reconsider that conclusion continually.

We consolidate any VIE of which we are the primary beneficiary. Such VIEs consist of 24th Street Fund I and 24th Street Fund II, collectively “the 24th Street Funds,” and Fund One Boston Omaha Build for Rent LP, which we refer to as "BFR".

Total assets of the consolidated VIEs included within our Consolidated Balance Sheets were approximately $4832,~~700~~000,000 and $9649,~~500~~000,000 as of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. Total liabilities of the consolidated VIEs included within our Consolidated Balance Sheets were approximately $271,~~000~~900 and $~~132~~27,000 as of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. As of December 31, ~~2024~~ 2025 and December 31, ~~2023~~2024, the aggregate fair value of the 24th Street Funds’ and BFR's investments in special purpose entities was approximately $4624,~~900~~000,000 and $6447,~~900~~000,000, respectively. During ~~2024~~2025, the 24th Street Funds’ and BFR's investments in special purpose entities recognized other investment loss of approximately $6,900,000 and distributions to the funds of approximately $11,300,000. During 2024, the 24th Street Funds’ and BFR's investments in special purpose entities recognized other investment income of approximately $8,000,000 and distributions to the funds of approximately $26,000,000. The assets of the consolidated VIEs may only be used to settle obligations of the same VIE.

Our consolidated subsidiaries include:

Link Media Holdings, LLC which we refer to as “LMH”

Link Media Alabama, LLC which we refer to as “LMA”

Link Media Florida, LLC which we refer to as “LMF”

Link Media Wisconsin, LLC which we refer to as “LMW”

Link Media Georgia, LLC which we refer to as “LMG”

Link Media Midwest, LLC which we refer to as “LMM”

Link Media Omaha, LLC which we refer to as “LMO”

Link Media Properties, LLC which we refer to as “LMP”

Link Media Southeast, LLC which we refer to as “LMSE”

Link Media Services, LLC which we refer to as “LMS”

Link Billboards Oklahoma, LLC which we refer to as “LBO”

General Indemnity Group, LLC which we refer to as “GIG”

United Casualty and Surety Insurance Company which we refer to as “UCS”

BOSS Bonds Insurance Agency, Inc., which we refer to as "BOSS Bonds", formerly known as South Coast Surety Insurance Services, LLC which we refer to as “SCS”

Boston Omaha Investments, LLC which we refer to as “BOIC”

Boston Omaha Asset Management, LLC which we refer to as “BOAM”

Fund One Boston Omaha Build for Rent LP which we refer to as “BFR”

BOAM BFR, LLC which we refer to as “BOAM BFR”

BOC Business Services, LLC which we refer to as “BBS”

BOC Yellowstone, LLC which we refer to as “BOC Yellowstone”

BOC Yellowstone II, LLC which we refer to as “BOC Yellowstone II”

24th Street Asset Management LLC which we refer to as “24th Street”

24th Street Fund I, LLC which we refer to as “24th Street Fund I”

24th Street Fund II, LLC which we refer to as “24th Street Fund II”

Boston Omaha Broadband, LLC which we refer to as “BOB”

FIF AireBeam, LLC which we refer to as “AireBeam”

Fiber Fast Homes, LLC which we refer to as “FFH”

FIF Utah, LLC which we refer to as “FIF Utah”

FIF St George, LLC which we refer to as “FIF St George” or "InfoWest"

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BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

For purposes of the statement of cash flows, we consider all highly liquid investments, with the exception of U.S. Treasury securities, purchased with an original maturity of three months or less to be cash equivalents.

Cash Held by BOAM Funds and Other

Cash held by BOAM funds ~~Funds~~ and other represents cash and cash equivalents held by consolidated BOAM Funds and other consolidated entities. Such amounts are not available to fund the general liquidity needs of Boston Omaha.

Accounts Receivable

Billboard Rentals

Accounts receivable are recorded at the invoiced amount, net of advertising agency commissions, sales discounts, and allowances for credit losses. We evaluate the collectability of accounts receivable based on our knowledge of our customers and historical experience of credit losses. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations, we record a specific allowance to reduce the amounts recorded to what we believe will be collected. For all other customers, we recognize reserves for credit losses based upon historical experience of credit losses as a percentage of revenue, adjusted for relative improvement or deterioration and changes in current economic conditions.

Insurance

Accounts receivable consists of premiums, anticipated salvage, and reinsurance receivables. All of the receivables have payment terms of less than twelve months.

Anticipated salvage is the amount we expect to receive from principals pursuant to indemnification agreements.

Broadband

Accounts receivable are recorded at the invoiced amount, net of allowances for credit losses. We evaluate the collectability of accounts receivable based on our knowledge of our customers and historical experience of credit losses. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations, we record a specific allowance to reduce the amounts recorded to what we believe will be collected.

Insurance

Accounts receivable consists of premiums, anticipated salvage, and reinsurance receivables. All the receivables have payment terms of less than twelve months.

Anticipated salvage is the amount we expect to receive from principals pursuant to indemnification agreements.

Credit Losses

We estimate credit losses on financial instruments based on amounts expected to be collected. The allowance for credit losses is estimated based on historical collections, accounts receivable aging, economic indicators, and expected future trends.

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BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Deferred Policy Acquisition Costs

Policy acquisition costs consist primarily of commissions to agents and brokers and premium taxes, fees, and assessments. Such costs that are directly related to the successful acquisition of new or renewal insurance contracts are deferred and amortized over the related policy period, generally one to three years. The recoverability of these costs is analyzed by management quarterly, and if determined to be impaired, is charged to expense. We do not consider anticipated investment income in determining whether a premium deficiency exists. All other acquisition expenses are charged to operations as incurred.

Property and Equipment

Property and equipment are carried at cost less depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which range from four years to twenty years as follows:

	*Years*

Structures		15
Digital displays and electrical		10
Static and tri-vision displays		10 to 15
Fiber, towers, and broadband equipment		5 to 20
Vehicles, equipment, and furniture		4 to 7

Maintenance and repair costs are charged against income as incurred. Significant improvements or betterments are capitalized and depreciated over the estimated life of the asset.

Periodic internal reviews are performed to evaluate the reasonableness of the depreciable lives for property and equipment. Actual usage, physical wear and tear, replacement history, and assumptions about technology evolution are reviewed and evaluated to determine the remaining useful lives of the assets. Remaining useful life assessments are made to anticipate the loss in service value that may precede physical retirement, as well as the level of maintenance required for the remaining useful life of the asset.

Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset or asset group before interest expense. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset or asset group. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

Acquisitions

For transactions that meet the definition of a business combination, we allocate the purchase price, including any contingent consideration, to the assets acquired and the liabilities assumed at their estimated fair values as of the date of the acquisition with any excess of the purchase price paid over the estimated fair value of net assets acquired recorded as goodwill. The determination of the final purchase price and the acquisition-date fair value of identifiable assets acquired and liabilities assumed may extend over more than one period and result in adjustments to the preliminary estimate recognized in the prior period financial statements. For transactions which meet the definition of asset purchases, we proportionally allocate the purchase price to the assets based on their relative fair values acquired and the liabilities assumed at their estimated fair values as of the date of the acquisition.

The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods. When determining the fair value of tangible assets acquired, we estimate the cost to replace the asset with a new asset, adjusted for an estimated reduction in fair value due to age of the asset, and the economic useful life. When determining the fair value of intangible assets acquired, we estimate the applicable discount rate and the timing and amount of future cash flows. Key assumptions utilized in estimating the future cash flows expected to be generated by each reporting unit primarily relate to forecasted revenues and premiums earned.

Goodwill

Goodwill represents future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is subject to an annual impairment test. We designated October 1 as the date of our annual goodwill impairment test. We are required to identify our reporting units and determine the carrying value of each reporting unit. We analyze financial information of our operations to identify discrete segments that constitute a reporting unit. We assign assets acquired and liabilities assumed in business combinations to those reporting units. We have identified four reporting units: billboard operations, broadband operations, insurance brokerage and insurance carrier operations, and asset management operations. We are required to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, we would be required to book an impairment loss. For our annual review of reporting units, we employ a third party valuation expert.

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BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Goodwill (Continued)

We conduct a qualitative assessment by examining relevant events and circumstances which could have a negative impact on our goodwill, including macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, reporting unit dispositions and acquisitions, our market capitalization, and other relevant events specific to us. If, after assessing the totality of events or circumstances described above, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we will perform a quantitative impairment test. If industry and economic conditions deteriorate, we may be required to assess goodwill impairment before the next annual test, which could result in impairment charges. The fair value of each of our goodwill reporting units is generally estimated using a combination of public company multiples and discounted cash flow methodologies. The discounted cash flow approach that we use for valuing goodwill as part of the impairment testing approach involves estimating future cash flows expected to be generated from the related assets, discounted to their present value using a risk-adjusted discount rate.

We performed our annual measurement for impairment of the goodwill of our reporting units and concluded the fair value of each reporting unit exceeded its carrying amount at its annual impairment test date on each of October 1, ~~2024~~2025 and ~~2023~~2024; therefore, we were not required to recognize an impairment loss.

~~During 2023,~~We ~~goodwill~~did ofnot ~~approximately~~complete ~~$2,900,000 was~~any ~~recorded in connection with~~ acquisitions induring ~~our~~2025 or ~~broadband~~2024 so ~~and~~no ~~asset~~additional goodwill ~~management~~has ~~segments.~~been Werecorded ~~did~~since ~~not complete any acquisitions during 2024~~2023.

Purchased Intangibles and Other Long-Lived Assets

We amortize intangible assets with finite lives over their estimated useful lives, which range between five and fifty years as follows:

	*Years*

Customer relationships		10 to 15
Permits, licenses, and lease acquisition costs		10 to 50
Noncompetition and nonsolicitation agreements		5
Technology, trade names, and trademarks		10 to 20
Site location		15
Capitalized contract costs		10

Purchased intangible assets, including long-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors considered in reviewing the asset values include consideration of the use of the asset, the expected life of the asset, and regulatory or contractual provisions related to such assets. Market participation assumptions are compared to our experience and the results of the comparison are evaluated. For finite-lived intangible assets, the period over which the assets are expected to contribute directly to future cash flows is evaluated against our historical experience. Impairment losses are recognized only if the carrying amount exceeds its fair value.

Asset Retirement Obligations

We are required to record the present value of obligations associated with the retirement of tangible long-lived assets in the period in which the obligation is incurred. The liability is capitalized as part of the long-lived asset’s carrying amount. With the passage of time, accretion of the liability is recognized as an operating expense and the capitalized cost is depreciated over the expected useful life of the related asset. Our asset retirement obligations relate to the dismantlement, removal, site reclamation, and similar activities related to the decommissioning of our billboard structures and broadband towers.

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BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments, Short-term and Long-term

Investments include U.S Treasury securities, marketable equity securities, and equity investments as discussed below. U.S. Treasury securities held by our insurance entities are classified as held-to-maturity and are accounted for at amortized cost. We have both the intent and ability to hold the securities to maturity. U.S. Treasury securities held by non-insurance entities are classified as trading securities and are accounted for at fair value. Unrealized holding gains and losses during the period are included in ~~earnings~~Other investment income. Marketable equity securities are stated at fair value. Dividend and interest income are recognized when earned. Realized investment gains and losses are included in ~~earnings~~Other investment income.

Equity Investments

Our equity investments consist of investment in three private companies in which we do not have the ability to exercise significant influence over their operating and financial activities. These investments are carried at cost as there is no market for the capital stock, accordingly, no quoted market price is available. The investments are tested for impairment, at least annually, and more frequently upon the occurrences of certain events. WeIn ~~have~~accordance ~~adopted~~with ~~the~~ASC ~~provisions~~321, ofwe ~~ASU 2016-01 and~~ use the measurement alternative, defined as cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

Investments in Unconsolidated Entities

We account for investments where we have significant influence but do not have a controlling interest, typically ownership of less than 50% and more than 20%, using the equity method of accounting. In accordance with ASC 323-30, we account for investments in limited partnerships and limited liability companies using the equity method of accounting when our investment is more than minimal (greater than 3% to 5%). Our share of income (loss) of such entities is recorded as a single amount as equity in income (loss) of unconsolidated affiliates. Dividends, if any, are recorded as a reduction of the investment.

We monitor our equity method investments for factors indicating other-than-temporary impairment. We consider several factors when evaluating our investments, including, but not limited to, (i) the period of time for which the fair value has been less than the carrying value, (ii) operating and financial performance of the investee, (iii) the investee’s future business plans and projections, (iv) discussions with their management, and (v) our ability and intent to hold the investment until it recovers in value.

Retention of Specialized Accounting

Each of the 24th Street Funds, and Fund One Boston Omaha Build for Rent LP qualify as investment companies and apply specialized industry accounting. We report fund investments on our Consolidated Balance Sheets at their estimated fair value with gains (losses) resulting from changes in fair value reflected within ‘Other investment income’ in the accompanying Consolidated Statements of Operations. Accordingly, the accompanying consolidated financial statements reflect different accounting policies for investments depending on whether or not they are held through a consolidated investment company.

Funds Held as Collateral Assets

Funds held as collateral assets consist principally of cash collateral received from principals, as well as U.S. Treasury Securities purchased with an original maturity of three months or less from cash collateral received, to guarantee performance on surety bonds issued by us, as well as all other contractual obligations of the principals to the surety.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The more significant areas requiring the use of management estimates relate to allocation of asset acquisition price between tangible and intangible assets, useful lives for depreciation, amortization, and accretion, impairment of goodwill, valuation of insurance loss reserves, and the valuation of deferred tax assets and liabilities. Accordingly, actual results could differ from those estimates.

Fair Value Measurements

We determine the fair value of our financial instruments using the fair value hierarchy, which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

~~Subsequent Events~~ F- 18

We have performed an evaluation of subsequent events through the date on which the financial statements are issued.

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BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenues

The majority of our advertising revenues are derived from contracts for advertising space on billboard structures and broadband internet services and are accounted for under Financial Accounting Standards Board~~, which we refer to as the “FASB,”~~ Accounting Standards Codification~~, which we refer to as “ASC,”~~ 606, Revenue from Contracts with Customers ("ASC 606"), and under ASC ~~840~~842, Leases. We refer to the Financial Accounting Standards Board as the "FASB" and Accounting Standards Codification as "ASC."

Premium revenues derived from our insurance operations are subject to ASC 944, Financial Services – Insurance.

Revenue Recognition

Billboard Rentals

We generate revenue from outdoor advertising through the leasing of advertising space on billboards. The terms of the contracts range from less than one month to three years and are generally billed monthly. Revenue for advertising space rental is recognized on a straight-line basis over the term of the contract. Advertising revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for operations. Payments received in advance of being earned are recorded as deferred revenue.

Another component of billboard rentals consists of production services which include creating and printing advertising copy. Contract revenues for production services are accounted for under ASC 606~~, Revenue from Contracts with Customers~~. Revenues are recognized at a point in time upon satisfaction of the contract, which is typically less than one week.

~~Practical expedients and exemptions:~~ The Company is utilizing the following practical expedients and exemptions from ASC 606. : We generally expense sales commissions when incurred because the amortization period is one year or less. These costs are recorded within costs of billboard revenues exclusive of depreciation and amortization. We do not disclose the value of unsatisfied performance obligations as the majority of our contracts with customers have an original expected length of less than one year. For contracts with customers which exceed one year, the future amount to be invoiced to the customer corresponds directly with the value to be received by the customer.

Deferred Revenues

We record deferred revenues when cash payments are received in advance of being earned or when we have an unconditional right to consideration before satisfying our performance obligation. The term between invoicing and when a payment is due is not significant. For certain services we require payment before the product or services are delivered to the customer. The balance of deferred revenue is considered short-term and will be recognized in revenue within twelve months.

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BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition (Continued)

Broadband Revenues

Broadband revenue is derived principally from internet services and is recognized on a straight-line basis over the term of the contract in the period the services are rendered. Revenue received or receivable in advance of the delivery of services is included in deferred revenue.

Surety Bond Sales

Premiums and Unearned Premium Reserves

Premiums written are recognized as revenues based on a pro-rata daily calculation over the respective terms of the policies in-force. The cost of reinsurance ceded is initially written as prepaid reinsurance premiums and is amortized over the reinsurance contract period in proportion to the amount of insurance protection provided. Premiums ceded of approximately $45,~~300~~900,000 and $34,300,000 for the years ended December 31, ~~2024~~ 2025 and ~~2023~~ 2024, respectively, are included within “Premiums earned” in our Consolidated Statements of Operations.

Commissions

We generate revenue from commissions on surety bond sales and account for commissions under ASC 606. Insurance commissions are earned from various insurance companies based upon our agency agreements with them. We arrange with various insurance companies for the provision of a surety bond for entities that require a surety bond. The insurance company sets the price of the bond. The contract with the insurance company is fulfilled when the bond is issued by the insurance agency on behalf of the insurance company. The insurance commissions are calculated based upon a stated percentage applied to the gross premiums on bonds. Commissions are recognized at a point in time, on a bond-by-bond basis as of the policy effective date and are generally nonrefundable.

Broadband Revenues

Right of Use Assets and Lease Liabilities

Right of use, which we refer to as “ROU," assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at the lease commencement date. We have elected not to recognize ROU assets and lease liabilities for short-term leases for all classes of underlying assets. Short-term leases are leases with terms greater than 1 month, but less than 12 months.

~~Redeemable~~Unpaid ~~Noncontrolling~~Losses ~~Interest~~and Loss Adjustment Expenses

~~Redeemable~~Unpaid ~~noncontrolling~~losses ~~interests~~and ~~are~~loss ~~interests~~adjustment inexpenses ~~subsidiaries~~represent ~~that~~estimates ~~are~~for ~~redeemable~~the ~~outside~~ultimate cost of ~~our~~unpaid ~~control~~reported ~~either~~and ~~for~~unreported ~~cash~~claims orincurred ~~other~~and ~~assets~~related expenses. ~~These~~We ~~interests~~involve ~~are~~an ~~classified~~independent, asthird-party ~~mezzanine~~actuary ~~equity~~to ~~and~~assist ~~measured~~us atin the ~~estimated~~estimation ~~redemption~~of ~~value~~reserves atfor ~~the~~losses ~~end~~and ofloss ~~each~~adjustment ~~reporting period~~expenses. Estimates ~~The~~are ~~resulting~~based ~~increases~~on orpaid ~~decreases~~and inincurred ~~the~~loss ~~estimated~~development ~~redemption~~factors ~~amount~~and expected loss ratios, which are ~~effected~~primarily driven by ~~corresponding~~historical ~~charges~~claims ~~against~~paid ~~retained~~and ~~earnings,~~incurred ordata and inconsideration of the ~~absence~~level of ~~retained~~premiums ~~earnings~~written during the current and prior years. Since the reserves are based on estimates, ~~additional~~the ~~paid-in~~ultimate ~~capital~~liability may differ from the estimated reserve. ~~Redeemable~~The ~~Noncontrolling~~effects ~~Interests~~of ~~recorded~~changes in estimated reserves are included within ~~our~~cost ~~Consolidated~~of ~~Balance~~insurance ~~Sheets~~revenues ~~relate to~~in our ~~Broadband~~consolidated ~~subsidiaries~~results ~~(see~~of ~~Note~~operations ~~17)~~in the period in which the estimates are updated.

Losses and Loss Adjustment Expenses

Unpaid losses and loss adjustment expenses represent estimates for the ultimate cost of unpaid reported and unreported claims incurred and related expenses. We involve an independent, third-party actuary to assist us in the estimation of reserves for losses and loss adjustment expenses. Estimates are based on paid and incurred loss development factors and expected loss ratios, which are primarily driven by historical claims paid and incurred data and consideration of the level of premiums written during the current and prior year. Since the reserves are based on estimates, the ultimate liability may differ from the estimated reserve. The effects of changes in estimated reserves are included within cost of insurance revenues in our consolidated results of operations in the period in which the estimates are updated. The reserves are included within accounts payable and accrued expenses in our Consolidated Balance Sheets.

Segment Information

Operating segments are defined as the components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision ~~makers~~ maker in deciding how to allocate resources and in assessing performance. ~~Our chief operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and growth opportunities of each respective segment.~~

Our current operations for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 include the outdoor billboard advertising industry, the broadband services industry, the insurance industry, and the asset management industry.

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Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings Per Share

Basic income (loss) per common share is computed by dividing the net income (loss) available to Class A common stockholders and Class B common stockholders by the weighted average number of Class A common and Class B common shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, dilutive common equivalent shares are excluded from the loss per share calculation as the effect would be anti-dilutive. For the ~~years~~year ended December 31, ~~2024~~2025 and ~~2023~~2024, we had potentially dilutive securities in the form of stock warrants.

Income Taxes

We account for income taxes in accordance with ASC Topic 740 which requires us to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carry forwards. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future federal income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized.

Our policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we recognized no interest and penalties. As of December 31, ~~2024~~2025 and ~~2023~~2024, we had no accruals for interest and penalties.

~~Recent~~Recently Issued Accounting ~~Pronouncement~~Pronouncements

In ~~November~~ December 2023, the FASB issued ASU 2023- 0709, Income Taxes (Topic 740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, which requires companies to disclose ~~significant~~disaggregated ~~segment~~information ~~expenses~~related ~~and~~to ~~other~~the ~~segment~~effective ~~items~~tax ~~that~~rate ~~impact~~reconciliation ~~each~~and ~~reported measure of segment~~ income ortaxes ~~loss~~paid. This guidance is effective for ~~fiscal~~public ~~years~~entities ~~beginning~~for ~~after December 15, 2023 and interim periods within~~ fiscal years beginning after December 15, 2024. We adopted this guidance prospectively as permitted, effective for the year ended December 31, ~~2024~~2025. Accordingly, prior-period amounts have not been recast and continue to be presented in accordance with previously applicable guidance under ASC Topic 740 (see Note 15 9).

In ~~December~~March ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0902, ~~Income~~Codification ~~Taxes~~Improvements, ~~(Topic~~which ~~740):~~makes ~~Improvements~~targeted improvements to ~~Income~~the ~~Tax~~Accounting ~~Disclosures,~~Standards ~~which~~Codification ~~requires~~by ~~companies~~clarifying toguidance, ~~disclose~~correcting ~~disaggregated~~unintended ~~information~~application ~~related~~issues, toand ~~the~~improving ~~effective~~consistency ~~tax~~across ~~rate~~various ~~reconciliation~~topics ~~and~~within ~~income~~GAAP. The ~~taxes~~amendments ~~paid.~~in ~~This~~ASU ~~guidance~~2024-02 isare effective for ~~public entities for~~ fiscal years beginning after December 15, ~~2024~~2025. We doare ~~not~~currently ~~anticipate~~reviewing ~~the adoption of~~ this guidance ~~will~~and ~~have~~its ~~a material~~ impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disclosures about specific types of expenses included in expense captions presented on the face of the Consolidated Statement of Operations. This guidance is effective for public entities for fiscal years beginning after December 15, 2026. We are currently reviewing this guidance and its impact on our consolidated financial statements.

FIn July 2025, the FASB issued ASU 2025- 20 05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient. The practical expedient gives companies the ability to assume current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in ASU 2025-05 are effective for fiscal years beginning after December 15, 2025. We are currently reviewing this guidance and its impact on our condensed consolidated financial statements.

In November 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies certain aspects of interim reporting guidance, including the application of existing recognition and disclosure requirements in interim periods. The amendments are intended to improve the consistency and clarity of interim reporting practices. The amendments in ASU 2025-11 are effective for fiscal years beginning after December 15, 2026. We are currently reviewing this guidance and its impact on our condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which amends various sections of the Accounting Standards Codification to correct errors, clarify guidance, and make other incremental improvements to GAAP. The amendments address a wide range of topics including earnings per share, beneficial interests, transfers of receivables, treasury stock accounting, and certain disclosure requirements. The amendments are effective for fiscal years beginning after December 15, 2026. We are currently reviewing this guidance and its impact on our consolidated financial statements.

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Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 3.

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

The following table sets forth a reconciliation of cash, cash equivalents, and restricted cash reported in the Consolidated Statements of Cash Flows that agrees to the total of those amounts as presented in the Consolidated Statements of Cash Flows.

	December 31,
	2024		2023
	2025		2024
Cash and cash equivalents	$	28,~~289~~624,~~712~~064	$	2128,~~946~~289,~~884~~712
Funds held as collateral		9,973,991		14,101,531
Funds held as collateral assets		13,910,338		9,973,991
Cash held by BOAM funds and other		24,~~933~~180,~~723~~225		32,~~364~~933,~~789~~723
Total Cash, Cash Equivalents, and Restricted Cash as Presented in the Consolidated Statements of Cash Flows	$	4146,~~197~~714,~~426~~627	$	3941,~~413~~197,~~204~~426

NOTE 4.

ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

	December 31,
	2024			2023
	2025			2024
Trade accounts	$	6,~~696~~185,~~413~~789		$	6,~~117~~696,~~359~~413
Premiums		34,~~778~~355,~~050~~786			23,~~911~~778,~~119~~050
Recoverables from reinsurers		21,~~166~~218,~~939~~388			32,~~283~~166,~~071~~939
Allowance for doubtful accounts		(207,815	)		(170,305	)
Other		4,405,100			-
Total Accounts Receivable, net	$	12,433,587		$	12,141,244
Allowance for doubtful accounts		(142,905	)		(207,815	)
Total Accounts Receivable, net	$	16,022,158		$	12,433,587

NOTE 5.

PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	December 31,
	2024			2023
	2025			2024
Structures and displays	$	6768,~~161~~995,~~287~~776		$	6567,~~736~~161,~~121~~287
Fiber, towers, and broadband equipment		~~126~~151,~~808~~933,~~205~~122			97126,~~974~~808,~~753~~205
Land		~~583~~598,~~892~~992			583,892
Vehicles and equipment		11,~~255~~492,~~755~~668			1011,~~699~~255,~~920~~755
Office furniture and equipment		5,~~594~~881,~~698~~497			5,~~384~~594,~~720~~698
Accumulated depreciation		(4966,~~810~~298,~~164~~443	)		(3649,~~112~~810,~~643~~164	)
Total Property and Equipment, net	$	~~161~~172,~~593~~603,~~673~~612		$	~~144~~161,~~266~~593,~~763~~673

Depreciation expense for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was $1417,~~495~~020,~~747~~257, and $1214,~~155~~495,~~096~~747, respectively.

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BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 6. ~~BUSINESS~~ ~~ACQUISITIONS~~INTANGIBLE ASSETS

2024 Acquisitions

We did not complete any acquisitions during fiscal 2024.

2023 Acquisitions

During the year ended December 31, 2023, we completed the acquisition of two broadband service providers and their related assets and an asset management business. These acquisitions were accounted for as business combinations under the provisions of ASC 805. A summary of the acquisitions is provided below.

24th Street Asset Management

On May 1, 2023, Boston Omaha Asset Management, LLC, our wholly owned subsidiary, acquired 100% of the membership interests in 24th Street Asset Management LLC, from the members of 24th Street for cash and BOC Class A common stock valued at $5,016,494 in the aggregate. Prior to the transaction, BOAM indirectly owned 48% of the membership interests of 24th Street. The consideration consisted of $2,759,072 in cash paid at closing, an additional $1,254,102 in cash subject to holdback, and 45,644 shares of BOC Class A common stock. Our purchase price allocation related to 24th Street Asset Management includes carried interest and goodwill of $9,110,478 and $536,626, respectively.

Broadband Acquisitions

On June 16, 2023, our subsidiary, FIF St. George, acquired from Pro Communication and Construction Services, LLC, which we refer to as “ProComm,” broadband construction equipment and related assets for a purchase price of $2,881,000 paid in cash. The acquisition was completed for the purpose of expanding our broadband presence in the Western United States. Our final purchase price allocation related to ProComm includes property, plant and equipment, intangibles, and goodwill of $844,500, $1,046,000 and $990,500, respectively. The intangible assets primarily include customer relationships which have a useful life of fifteen years.

On October 24, 2023, our subsidiary, FIF St. George, acquired from Cable Systems, LLC, which we refer to as “Cable Systems”, substantially all of the business assets and related assets for a purchase price of $4,375,000. The consideration consisted of $3,937,500 in cash paid at closing, and an additional $437,500 in cash subject to holdback. The acquisition was completed for the purpose of expanding our broadband presence in the Western United States. Our final purchase price allocation related to Cable Systems includes property, plant and equipment, intangibles, and goodwill of $1,664,240, $1,797,000 and $913,760, respectively. The intangible assets include customer relationships which have a useful life of fifteen years.

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BOSTON OMAHA CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

NOTE 6. BUSINESS ACQUISITIONS (Continued)

Pro Forma Information

The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, 2023. For all the business acquisitions, depreciation and amortization have been included in the calculation of the pro forma information provided below, based upon the actual or preliminary acquisition costs. Depreciation is computed on the straight-line method over the estimated remaining economic lives of the assets, ranging from five years to forty years. Amortization is computed on the straight-line method over the estimated useful lives of the assets ranging from five to fifty years.

	For the Year Ended
	December 31,
	2024			2023
Revenue	$	108,274,901		$	97,693,127
Net Loss Attributable to Common Stockholders	$	(1,292,450	)	$	(6,371,174	)
Basic Net Loss per Share	$	(0.04	)	$	(0.20	)
Basic Weighted Average Class A and Class B Common Shares Outstanding		31,496,857			31,092,850
Diluted Net Loss per Share	$	(0.04	)	$	(0.20	)
Diluted Weighted Average Class A and Class B Common Shares Outstanding		31,496,857			31,092,850

The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses.

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BOSTON OMAHA CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

NOTE 7. INTANGIBLE ASSETS

Intangible assets consist of the following:

December 31, 2024

December 31, 2023

December 31, 2025

December 31, 2024

Accumulated

Cost

Amortization

Balance

Cost

Amortization

Balance

Customer relationships

72,028,493

(3844,~~854~~283,~~986~~067

)

3327,~~173~~745,~~507~~426

72,028,493

(3338,~~426~~854,~~898~~986

)

3833,~~601~~173,~~595~~507

Permits, licenses, and lease acquisition costs

11,~~926~~992,~~773~~666

(67,~~656~~744,~~353~~696

)

54,~~270~~247,~~420~~970

11,~~793~~926,~~354~~773

(56,~~562~~656,~~205~~353

)

65,~~231~~270,~~149~~420

Site location

849,347

(~~419~~476,~~955~~578

)

~~429~~372,~~392~~769

849,347

(~~363~~419,~~332~~955

)

~~486~~429,~~015~~392

Noncompetition agreements

~~626~~215,000

(~~626~~215,000

)

626,000

(~~624~~626,~~600~~000

)

~~1,400~~-

Technology

1,128,000

(~~608~~707,250

)

~~519~~420,750

1,128,000

(~~509~~608,250

)

~~618~~519,750

Trade names and trademarks

11,152,200

(2,~~271~~861,~~025~~592

)

8,~~881~~290,~~175~~608

11,152,200

(12,~~680~~271,~~459~~025

)

98,~~471~~881,~~741~~175

Nonsolicitation agreement

~~353~~325,000

(~~176~~312,~~611~~500

)

~~176~~12,~~389~~500

~~103~~353,000

(40176,~~500~~611

)

62176,~~500~~389

Capitalized contract costs

23,~~800~~407,~~576~~525

(~~624~~930,~~175~~981

)

2,~~176~~476,~~401~~544

2,~~974~~800,~~125~~576

(~~387~~624,~~990~~175

)

2,~~586~~176,~~135~~401

Indefinite lived intangibles

7,~~705~~792,~~591~~092

7,~~473~~705,~~016~~591

Total

108,~~569~~890,~~980~~323

(5057,~~237~~531,~~355~~664

)

5851,~~332~~358,~~625~~659

108,~~127~~569,~~535~~980

(4250,~~595~~237,~~234~~355

)

6558,~~532~~332,~~301~~625

The future amortization associated with the intangible assets is as follows:

	December 31,
	2025		2026		2027		2028		2029		Thereafter		Total
	2026		2027		2028		2029		2030		Thereafter		Total
Customer relationships	$	5,428,084	$	5,~~428~~398,~~084~~075	$	54,~~398~~719,~~077~~106	$	43,~~719~~364,~~106~~583	$	3,~~364~~082,~~583~~626	$	85,~~835~~752,~~573~~952	$	3327,~~173~~745,~~507~~426
Permits, licenses and lease acquisition costs		1,~~087~~070,~~249~~605		1,~~060~~033,~~760~~774		1771,~~027,373~~288		~~764~~262,~~887~~087		~~255~~179,~~686~~963		1930,~~074,465~~253		54,~~270~~247,~~420~~970
Site location		56,623		56,623		56,623		56,623		56,623		~~146~~89,~~277~~654		~~429~~372,~~392~~769
Noncompetition agreements		-		-		-		-		-		-		-
Technology		99,000		99,000		99,000		99,000		9924,~~000~~750		~~24,750~~-		~~519~~420,750
Trade names and trademarks		590,567		~~590~~525,~~567~~667		525,667		525,667		525,667		65,~~123~~597,~~040~~373		8,~~881~~290,~~175~~608
Nonsolicitation agreement		~~163~~12,~~889~~500		~~12,500~~-		-		-		-		-		~~176~~12,~~389~~500
Capitalized contract costs		~~280~~340,~~058~~753		~~280~~340,~~058~~753		~~280~~340,~~058~~753		~~280~~340,~~058~~753		~~280~~340,~~058~~753		~~776~~772,~~111~~779		2,~~176~~476,~~401~~544
Total	$	7,~~705~~598,~~470~~132	$	7,~~527~~453,~~592~~892	$	76,~~386~~512,~~798~~437	$	64,~~445~~648,~~341~~713	$	4,~~581~~210,~~617~~382	$	1613,~~980~~143,~~216~~011	$	5043,~~627~~566,~~034~~567

Amortization expense for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was $7,~~683~~751,~~952~~053 and $7,~~409~~683,~~939~~952, respectively.

Future Amortization

The weighted average amortization period, in months, for intangible assets is as follows:

Customer relationships			7361
Permits, licenses, and lease acquisition costs			5846
Site location			9179
Noncompetition agreements			12-
Technology			6351
Trade names and trademarks			~~180~~168
Nonsolicitation agreement			186
Capitalized contract costs			9387

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 87. INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Short-term Investments

Short-term investments consist of U.S. Treasury securities and common stock warrants. The U.S. Treasury securities are held by UCS, classified as held to maturity, mature in less than twelve months, and are reported at amortized cost which approximates fair value. Our common stock warrants of Sky Harbour Group Corporation are measured at fair value, with any unrealized holding gains and losses during the period included in ~~earnings~~Other investment income.

	December 31,
	2024		2023
	2025		2024
U.S. Treasury notes held to maturity	$	2223,~~411~~198,~~583~~150	$	1922,~~195~~411,~~228~~583
Common stock warrants of Sky Harbour Group Corporation		224,~~541~~987,~~754~~749		522,~~558~~541,~~241~~754
Total	$	4428,~~953~~185,~~337~~899	$	2444,~~753~~953,~~469~~337

Marketable Equity Securities

Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets ~~and classified as Level 1 within the fair value hierarchy~~. Our marketable equity securities are held by UCS. Marketable equity securities as of December 31, ~~2024~~2025 and ~~2023~~2024 are as follows:

			Gross
			Unrealized			Fair
	Cost		Gain (Loss)			Value
Marketable equity securities, December 31, 2025	$	1,074,439	$	(206,396	)	$	868,043
Marketable equity securities, December 31, 2024	$	2,455,024	$	(61,764	)	$	2,393,260
Marketable equity securities, December 31, 2023	$	2,279,723	$	(69,686	)	$	2,210,037

U.S. Treasury Trading Securities

We classify our investments in debt securities that are bought and held principally for the purpose of selling them in the near term as trading securities. Our debt securities classified as trading are carried at fair value in the Consolidated Balance Sheets, with the change in fair value during the period included in earnings. Interest income is recognized at the coupon rate. Debt securities classified as trading as of December 31, ~~2024~~2025 and ~~2023~~2024 are as follows:

			Gross
			Unrealized			Fair
	Cost		Gain (Loss)			Value
U.S. Treasury trading securities, December 31, 2025	$	20,611,818	$	58,214		$	20,670,032
U.S. Treasury trading securities, December 31, 2024	$	10,949,883	$	27,086		$	10,976,969
U.S. Treasury trading securities, December 31, 2023	$	47,162,564	$	(49,905	)	$	47,112,659

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Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 87. INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (Continued)

Long-term Investments

Long-term investments consist of U.S. Treasury securities held to maturity, investments in special purpose entities, and equity investments in three private companies. We have the intent and the ability to hold the U.S. Treasury securities to maturity. U.S. Treasury securities are stated at amortized cost which approximates fair value and are held by UCS.

24th Street Fund I & 24th Street Fund II

On May 1, 2023, our subsidiary, Boston Omaha Asset Management, LLC, acquired 100% of the membership interests in 24th Street Asset Management LLC, from the members of 24th Street other than BOAM, for cash and BOC Class A common stock for a total purchase price of $5,016,494 in the aggregate. Prior to the transaction, BOAM indirectly owned 48% of the membership interests of 24th Street. The consideration consisted of $2,759,072 in cash at closing, an additional $1,254,102 in cash subject to holdback, and 45,644 shares of BOC Class A common stock.

AsEach ~~a result~~ of the ~~transaction, we began consolidating~~ 24th Street ~~and the 24th Street~~ Funds,’ ~~for~~hold ~~which~~investments ~~24th Street serves as general partner. Also,~~ in ~~connection~~special ~~with~~purpose ~~the~~entities ~~acquisition,~~whose weprimary ~~recognized~~assets aare ~~non-cash~~real ~~gain~~estate. We ofinclude ~~approximately $4,600,000 related to~~ the ~~remeasurement~~24th ofStreet ~~our~~Funds’ ~~previously-held interest~~investments in ~~24th Street~~special ~~Asset~~purpose ~~Management. The~~entities ~~gain is included~~ within ~~‘Equity~~long-term ininvestments ~~loss of unconsolidated affiliates’~~ in our Consolidated ~~Statements~~Balance ~~of Operations~~Sheets.

Each of the 24th Street Funds’ hold investments in special purpose entities whose primary assets are real estate property. We include the 24th Street Funds’ investments in special purpose entities within long-term investments in our Consolidated Balance Sheets.

Equity Investments

During May 2018, we invested $19,058,485 in voting common stock of CB&T Holding Corporation, which we refer to as “CB&T,” the privately held parent company of Crescent Bank & Trust. Our investment represents 15.60% of CB&T’s outstanding common stock. CB&T is a closely held corporation, whose majority ownership rests with one family.

In July 2023, we invested approximately $3,000,000 in voting preferred stock of MyBundle.TV Inc., which we refer to as “MyBundle.” The preferred stock has one vote per share and is convertible into whole shares of common stock, determined according to the conversion formula contained in MyBundle’s amended and restated articles of incorporation.

	December 31,
	2024		2023
U.S. Treasury securities held to maturity	$	4,736,409	$	-
Investments in special purpose entities		46,936,743		64,697,093
Preferred stock		348,694		348,694
Voting preferred stock of MyBundle TV Inc.		3,000,000		3,000,000
Voting common stock of CB&T Holding Corporation		19,058,485		19,058,485
Total	$	74,080,331	$	87,104,272

Long-Term Investments

WeLong-term ~~reviewed our~~ investments asconsist of ~~December~~ ~~31, 2024 and 2023 and concluded that no impairment to~~ the ~~carrying value was required.~~following:

F- 26

	*December 31,*

	*2025*		*2024*

U.S. Treasury securities held to maturity	$	4,768,881	$	4,736,409
Investments in special purpose entities		24,258,348		46,936,743
Preferred stock		348,694		348,694
Voting preferred stock of MyBundle TV Inc.		3,000,000		3,000,000
Voting common stock of CB&T Holding Corporation		19,058,485		19,058,485

Total	$	51,434,408	$	74,080,331

We reviewed our investments as of December 31, 2025 and 2024 and concluded that no impairment to the carrying value was required.

F- 25

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 87. INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (Continued)

Investment in Unconsolidated Affiliates

We have various investments in equity method affiliates, whose businesses are in real estate, real estate services, and private aviation infrastructure. One of the investments in affiliates, Logic Real Estate Companies, LLC, which we refer to as “Logic,” is managed by an entity controlled by a member of our board of directors.

Sky Harbour Group Corporation

In October 2020, our subsidiary BOC Yellowstone LLC, served as sponsor for the underwritten initial public offering of a special purpose acquisition company named Yellowstone Acquisition Company, which we refer to as "Yellowstone". Yellowstone sold in its public offering 13,598,898 units at a price of $10.00 per unit, each unit consisting of one share of Class A common stock and a redeemable warrant to purchase one-half of a share of Class A common stock at an exercise price of $11.50 per share. Between August and November 2020, we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724 shares of Class B common stock and 7,719,779 non-redeemable private placement warrants (the "private placement warrants"), each warrant entitling us to purchase one share of Class A common stock at $11.50 per share. BOC Yellowstone, as the sponsor of Yellowstone and under the terms of the public offering, owned approximately 20% of Yellowstone’s issued and outstanding common stock. The purpose of the offering was to pursue a business combination in an industry other than the three industries in which we owned and operated businesses at that time: outdoor advertising, surety insurance, and broadband services businesses.

On August 1, 2021, Yellowstone entered into a business combination agreement with Sky Harbour LLC (“SHG”), a developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars. On September 14, 2021, our subsidiary BOC YAC Funding LLC completed the previously-announced investment of $55 million in Series B Preferred Units of SHG. In addition to our $55 million investment, we also agreed to provide SHG an additional $45 million through the purchase of additional shares of Yellowstone Class A common stock at a price of $10 per share through a private placement investment (“PIPE”).

On January 25, 2022, Yellowstone completed the previously announced proposed business combination with SHG following stockholder approval. As a result, SHG became a consolidated subsidiary of Yellowstone and Yellowstone was renamed Sky Harbour Group Corporation, which we refer to as “Sky Harbour.” In connection with the business combination, our Series B Preferred Units of SHG converted into 5,500,000 shares of Sky Harbour Group Class A common stock at a price of $10 per share. Also, in connection with the business combination, we entered into a subscription agreement with Sky Harbour, pursuant to which Sky Harbour sold to us 4,500,000 shares of Class A common stock at a price of $10 per share, for total cash consideration of $45 million.

F- 2726

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 87. INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (Continued)

On November 2, 2023, Sky Harbour entered into a securities purchase agreement with certain investors, pursuant to which Sky Harbour agreed to sell and issue to the Investors at an initial closing an aggregate of 6,586,154 shares of the Company’s Class A common stock, par value $0.0001 per share and accompanying warrants to purchase up to an aggregate of 1,141,600 shares of Class A Common Stock, for an aggregate purchase price of $42,810,000. On November 29, 2023, Sky Harbour sold and issued to the Investors an aggregate of 2,307,692 PIPE Shares of the Company's Class A common stock, par value $0.0001 per share and accompanying PIPE Warrants to purchase an aggregate of 400,000 shares of Class A Common Stock for an aggregate purchase price of $15,000,000. Together with the first closing on November 2, 2023, the aggregate PIPE financing through the Purchase Agreement totaled $57,810,000. In connection with Sky Harbour's financing transactions occurring in November 2023, we recorded a dilution loss of approximately $2,200,000 within ‘Equity in income of unconsolidated affiliates’ to reflect the change in our ownership of Sky Harbour's net assets.

On October 25, 2024, Sky Harbour entered into a securities purchase agreement with certain investors, pursuant to which Sky Harbour agreed to sell and issue to the Investors at an initial closing an aggregate of 3,955,790 PIPE shares of its Class A Common stock for an aggregate purchase price of approximately $37,600,000. On December 20, 2024, Sky Harbour issued an additional 3,955,790 PIPE shares of its Class A Common Stock in connection with the exercise of all the rights to purchase additional shares provided to PIPE investors who participated in the October 2024 closing for net proceeds of approximately $37,600,000, at a sale price of $9.50 per share. Aggregate proceeds from both closings were approximately $75,200,000, representing the full capacity of the equity raise. In connection with Sky Harbour's financing transactions occurring during the fourth quarter of fiscal 2024, we recorded a dilution gain of approximately $5,100,000 within ‘Equity in income of unconsolidated affiliates’ to reflect the change in our ownership of Sky Harbour's net assets.

All the shares of Sky Harbour Class A common stock and Sky Harbour Warrants to purchase Class A common stock that we hold have been registered under the Securities Act. However, our ability to resell any significant portion of these shares is limited by ~~both~~ the large number of shares and warrants we hold relative to the average trading volume of these securities. Additionally, we currently retain the ability to name one ~~seat~~director on to the current seven member Sky Harbour’s Board of Directors. We do not receive material non-public information from Sky Harbour or the director we have nominated to the Sky Harbour Board of Directors. The terms of the Sky Harbour business combination prohibited us from selling any of our securities in Sky Harbour prior to January 25, 2023 and has since expired. If our 1615.43% equity interest in Sky Harbour, comprised of 1211,~~401~~671,~~589~~494 shares of Class A common stock, was accounted for at fair value based on its quoted market price as of December 31, 2025 and December 31, 2024, it would be valued at approximately $105,000,000 and $148,000,000, respectively.

The following table is a reconciliation of our investments in equity affiliates as presented in investments in unconsolidated affiliates on our Consolidated Balance Sheets, together with combined summarized financial data related to the unconsolidated affiliates:

	December 31,
	2024			2023
	2025			2024
Beginning of year	$	9472,~~244~~435,~~788~~867		$	~~118~~94,~~218~~244,~~389~~788
Additional investments in unconsolidated affiliates		~~21,000~~-			1921,~~500~~000
Distributions received		-(60,000	)		~~(271,355~~-	)
Transfer of interest		~~(2,748,292~~-	)		-(2,748,292	)
Sale of interest		(14,~~798~~103,~~348~~648	)		-(1,798,348	)
Reclassification to consolidated subsidiaries		-			(15,832,981	)
Equity in income (loss) of unconsolidated affiliates		6,544,671			(17,283,281	)
Equity in loss of unconsolidated affiliates		(17,283,281	)		(7,888,765	)
End of year	$	74,816,890		$	72,435,867
End of year	$	72,435,867		$	94,244,788

Combined summarized financial data for these affiliates is as follows:

	December 31,
	2024			2023
	2025			2024
Revenue	$	1933,~~281~~446,~~724~~127		$	1419,~~925~~281,~~054~~724
Gross profit		1629,~~006~~102,~~913~~275			1116,~~232~~006,~~952~~913
Loss from continuing operations		(2027,~~534~~768,~~728~~566	)		(1720,~~414~~534,~~314~~728	)
Net loss	$	(53,800,324	)	$	(22,349,383	)
Net income (loss)	$	7,766,110		$	(53,800,324	)

F- 2827

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

NOTE 98. FAIR VALUE

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