Amendment to Annual Report (Form 10-K/A)

This Amendment No. 1 on Form 10-K/A (the "Amendment") amends the Annual Report on Form 10-K (the "Original Form 10-K") of Boston Omaha Corporation (the "Company") for the fiscal year ended December 31, 2025 (the "2025 Fiscal Year"), as filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026. We are filing this Amendment to amend Part III of the Original Form 10-K to include the information required by and not included in Part III of the Original Form 10-K because we do not intend to file an annual meeting definitive proxy statement within 120 days of December 31, 2025.

Accordingly, this Amendment No. 1 to Form 10-K (the "Amendment") is being filed solely to:

● amend and restate Part III, Items 10, 11, 12, 13, and 14 of the Original Form 10-K to include the information required by such Items;

● delete the reference on the cover of the Original Form 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original Form 10-K; and

● file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

This Amendment does not otherwise change or update any of the disclosures set forth in the Original Form 10-K and does not otherwise reflect any events occurring after the filing of the Original Form 10-K. Accordingly, the Amendment should be read in conjunction with the Original Form 10-K and the Company's filings made with the SEC subsequent to the filing of the Original Form 10-K. Capitalized terms used herein and not otherwise defined are defined as set forth in the Original Form 10-K.

As used in this report, unless otherwise stated or the context otherwise requires, the terms "Company" and "BOC," as well as the words "we," "our," "ours" and "us," refer collectively to Boston Omaha Corporation and its consolidated subsidiaries.

On August 27, 2025, the staff of the SEC's Division of Corporation Finance published new Exchange Act Rules Compliance and Disclosure Interpretation Question 130.05, which provides guidance on when an issuer may become an accelerated or large accelerated filer after it loses its status as a smaller reporting company. We were eligible to be a smaller reporting company in calendar year 2025, the most recent fiscal year for which audited financial statements are available. As a result, we will not be categorized as a "large accelerated filer" or an "accelerated filer" in calendar year 2026 and instead commencing in calendar year 2026, we became a non-accelerated filer. However, beginning with our Quarterly Report on Form 10-Q for the first fiscal quarter of 2026, we become ineligible to use smaller reporting company requirements. Based upon these SEC guidelines, this Form 10-K/A presents information required to be disclosed by a smaller reporting company as it is being filed with the SEC before our Form 10-Q for the first quarter of 2026 is filed.