10-K/A: Boston Omaha Files Amendment to 10-K to Include Part III Information

Boston Omaha Corporation files an amendment to its 2024 Annual Report on Form 10-K to include information required in Part III regarding directors, executive officers, compensation, and related matters.

Summary

• Boston Omaha Corporation is filing Amendment No. 1 on Form 10-K/A to amend its original Form 10-K for the fiscal year ended December 31, 2024.
• The amendment includes information required by Part III, Items 10, 11, 12, 13, and 14 of the original Form 10-K, which were not initially included because the company did not intend to file an annual meeting definitive proxy statement within 120 days of December 31, 2024.
• The amendment also includes new certifications from the principal executive officer and principal financial officer.
• The filing does not change or update any other disclosures from the original Form 10-K or reflect any events after the original filing date.
• The aggregate market value of voting and non-voting common equity held by non-affiliates was $325,359,669 as of the last business day of the registrant's most recently completed second fiscal quarter.
• As of April 21, 2025, there were 30,872,876 shares of Class A common stock and 580,558 shares of Class B common stock outstanding.

Sentiment

Score: 7

Explanation: The document is primarily factual and procedural, with no major positive or negative surprises. The sentiment is neutral to slightly positive due to the routine nature of the filing and the company's adherence to regulatory requirements.

Positives

• The company has a formal process for stockholders to communicate with the board.
• The company has adopted a Code of Business Conduct and Ethics applicable to all employees, directors, and officers.
• The company has an Insider Trading Policy and a Clawback Policy in place.
• The Audit and Risk Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm.

Negatives

• Alex Rozek's separation agreement resulted in significant one-time payments and benefits, including severance of $960,000 and $250,000 for non-competition covenants.
• The company wound down operations at Boston Omaha Asset Management, LLC.

Risks

• The company faces a number of risks, including those described under Risk Factors in its Annual Report on Form 10-K for the year ended December 31, 2024.
• Risk assessment and oversight are integral parts of the company's governance and management processes.

Future Outlook

The Board expects to periodically review its leadership structure to ensure that it continues to meet the Company's needs.

Industry Context

This filing is a routine amendment to include required information and does not significantly alter the company's overall position within its industry.

Comparison to Industry Standards

• Director compensation practices are generally in line with industry standards for companies of similar size and complexity.
• The company's corporate governance practices appear to align with NYSE listing standards and SEC regulations.
• The audit fees paid to KPMG LLP are within a reasonable range for a company of Boston Omaha's size and scope, based on comparisons with similar companies.

Management Changes

Related Party Transactions

• The company repurchased shares from Alex Rozek and Boulderado Partners, LLC for $9,175,600 and $9,951,113.62, respectively.
• BOAM acquired 100% of the membership interests in 24th Street Asset Management LLC, a company beneficially owned by Brendan Keating.
• FIF Securities Exchange Agreements were entered into with minority members of FIF Utah LLC and FIF St. George, LLC.
• A Services Agreement was entered into with Local Asset Management LLC, owned by Brendan J. Keating, for management services related to the wind down of BOAM.

Stakeholder Impact

• Shareholders are provided with additional information regarding the company's directors, executive compensation, and related matters.
• Employees may be affected by the changes in management and the wind down of BOAM.

Next Steps

• The company will continue to operate under its existing corporate governance guidelines and policies.
• The company will hold its annual meeting of stockholders.
• The company will continue to monitor and manage risks through its Board and committees.

Key Dates

Keywords

corporate governance, executive compensation, directors, related party transactions, audit fees, Form 10-K, Boston Omaha