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What changed in BOSTON OMAHA Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BOSTON OMAHA Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+276 added−272 removedSource: 10-K (2026-03-30) vs 10-K (2025-03-28)

Top changes in BOSTON OMAHA Corp's 2025 10-K

276 paragraphs added · 272 removed · 217 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

50 edited+18 added−2 removed206 unchanged
Biggest changeWe 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.
Biggest changeOur strategy is to acquire assets which have the potential to generate significant cash flow over an extended period of time. 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.
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 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).
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.
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.
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.
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.
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.
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 conversions.
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.
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 earnout payments. In addition, we have invested, through one of our subsidiaries, an aggregate of $6 million in the 24th Street Funds.
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.
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 earnout payments. In addition, we have invested, through one of our subsidiaries, an aggregate of $6 million in the 24th Street Funds.
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.
Pursuant to the BOB Credit Agreement, 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.
Pursuant to the BOB Credit 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.
Adam K. Peterson, our Chief Executive Officer and one of our directors, is a principal in Magnolia. In addition, Magnolia as the only holder of our Class B common stock, 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.
Adam K. Peterson, our Chief Executive Officer and one of our directors, is a principal in Magnolia. In addition, Magnolia 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.
Since DFH’s initial public offering through December 31, 2023, 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.
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 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.
Link was in compliance with these covenants as of December 31, 2024. 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.
Link was in compliance with these covenants as of December 31, 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.
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 borrow up to $20,000,000 in the aggregate in term loans (the “BOB Credit Facility”).
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 could borrow up to $20,000,000 in the aggregate in term loans (the “BOB Credit Facility”).
Long-term debt included within our consolidated balance sheet as of December 31, 2024 consists of approximately $3,400,000 under BOB's credit facility, of which approximately $350,000 is classified as current, and $36,123,138 under Link's credit facility, of which $851,444 is classified as current and $9,600,000 is related to its revolving line of credit. 11 Table of Contents 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.
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. 11 Table of Contents 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.
We paid a combined purchase price of approximately $21.7 million for these acquisitions. Additionally, we have contributed approximately $33.7 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.
We paid a combined purchase price of approximately $21.7 million for these acquisitions. Additionally, we have contributed approximately $47.6 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.
In the future, leading cable operators, such as Comcast, Charter Communications and Altice USA, 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.
In the future, leading cable operators, such as Comcast, Charter Communications and 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.
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 $2.4 billion in revenues in 2023 according to industry sources. There is no concentration of industries to which we lease billboard space. Surety Insurance .
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 $2.7 billion in revenues in 2025 according to industry sources. There is no concentration of industries to which we lease billboard space. Surety Insurance .
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.
UCS now has licenses to operate in all 50 states and the District of Columbia. In addition, 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 paid a combined purchase price of over $240 million for these billboards and related assets. As of March 1, 2025, we operated approximately 4,000 billboard structures containing approximately 7,600 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 over $240 million for these billboards and related assets. As of March 1, 2025, we operated approximately 3,900 billboard structures containing approximately 7,500 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.
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.
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.
We have determined that the high costs and significant risks associated with "fund financing" based on current market conditions leads 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.
The high costs and significant risks associated with "fund financing" based on current market conditions 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.
Outdoor Billboard Advertising . We currently own and operate approximately 4,000 billboard structures in the Southeast and Midwest United States containing approximately 7,600 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.
Outdoor Billboard Advertising . We currently own and operate approximately 3,900 billboard structures in the Southeast and Midwest United States containing approximately 7,500 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.
As a result, we are winding down BOAM's operations and over the past several months have implemented significant cost cutting measures as BOAM now only manage real estate funds.
As a result, we are winding down BOAM's operations and over the past 18 months have implemented significant cost cutting measures as BOAM now only manages real estate funds.
As of December 31, 2024, we held 12,401,589 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.
As of December 31, 2025, we held 11,671,494 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.
As of December 31, 2024, we held 12,401,589 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.
As of December 31, 2025, we held 11,671,494 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.
BOB was in compliance with these covenants as of December 31, 2024. The BOB 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.
BOB was in compliance with these covenants as of December 31, 2025. The BOB Credit Agreements 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.
On July 23, 2024, the Board approved and authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which we announced our intention to repurchase up to $20 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.
On November 14, 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 $30 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.
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.TV Inc., which we refer to as "MyBundle," a company serving the broadband industry. 2 Table of Contents 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 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. 2 Table of Contents 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.
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 $9.6 billi on surety market, based on 2023 industry reports.
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 $10.7 billi on surety market, based on 2024 industry reports.
Outdoor billboards were estimated as a $6.3 billion market in the U.S. in 2023 based on industry trade journals.
Outdoor billboards were estimated as a $6.7 billion market in the U.S. in 2025 based on industry trade journals.
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.
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.
As of March 1, 2025, we had 452 employees, of which 287 were in broadband operations, 93 were in billboard operations, 67 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.
As of March 1, 2026, we had 422 employees, of which 260 were in broadband operations, 92 were in billboard operations, 65 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.
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, 2024 and will terminate on September 30, 2025, unless earlier terminated in the discretion of the Board.
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 November 18, 2025 and will terminate on December 31, 2026, unless earlier terminated in the discretion of the Board.
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. As a result, BOB now owns 100% of UBB and InfoWest. 4 Table of Contents Minority Investments.
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.
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.
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.
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, to be paid in equal monthly installments for a period of 18 months, and (c) 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, which was paid in full in equal monthly installments through November 2025, and (c) Mr.
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.
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.
We believe that we are a leading outdoor billboard advertising company in the markets we serve in the Midwest. As of December 31, 2024, we operate approximately 4,000 billboards with approximately 7,600 advertising faces.
We believe that we are a leading outdoor billboard advertising company in the markets we serve in the Midwest. As of December 31, 2025, we operate approximately 3,900 billboards with approximately 7,500 advertising faces.
In addition, over the last few years, we have also acquired additional smaller broadband businesses located in Utah. As of December 31, 2024, we have approximately 46,900 broadband customers (15,600 fiber customers) and 39,800 fiber passings completed. We hope to continue to expand in Arizona, Florida, Nevada, Utah, and other locales.
In addition, over the last few years, we have also acquired additional smaller broadband businesses located in Utah. As of December 31, 2025, we have approximately 49,500 broadband customers (19,900 fiber customers) and 48,300 fiber passings completed. We hope to continue to expand in Arizona, Florida, Nevada, Utah, and other locales.
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 fiscal 2024, we sold 285,442 shares of Sky Harbour Class A common stock for gross proceeds of approximately $2.9 million.
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.
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 fiscal 2024, we sold 285,442 shares of Sky Harbour Class A common stock for gross proceeds of approximately $2.9 million.
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.
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.
As a result, BOB now owns 100% of UBB and InfoWest. 4 Table of Contents 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.
During fiscal 2024, we repurchased 111,323 shares of our Class A common stock for a total cost of $1,589,322. Available Information You can find more information about us at our website, www.bostonomaha.com.
During the year ending December 31, 2025, we repurchased 444,753 shares of our Class A common stock for a total cost of approximately $5,800,000. Available Information You can find more information about us at our website, www.bostonomaha.com.
Rozek received employee benefits of $75,000, to be paid in equal monthly installments for a period of 18 months, each of which are included within "Employee costs" within our Consolidated Statements of Operations. 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.
Rozek received employee benefits of $75,000, which was paid in full in equal monthly installments through November 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.
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.
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 December 31, 2025. The BOB Credit Agreements provided for incremental drawdowns of the term loan in minimum increments of $1,000,000.
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 Mr. Rozek as its representative on the board of directors of Sky Harbour until December 31, 2026.
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 nominate Mr.
The BOB Credit Agreement provides 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. Principal under each term loan is amortized in equal monthly payments over a 10-year period from the date of each term loan.
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.
These regulations, or actions by third parties, may impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety. 9 Table of Contents 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.
Any new restrictions on digital billboards could have a material adverse effect on both our existing inventory of digital billboards and our plans to expand our digital deployment, which could have a material adverse effect on our business, results of operations and financial condition. 9 Table of Contents 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.
However, we reserve the right to do so 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.
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.
For our funds under management (the 24th Street Funds and the BFR Fund), we plan to sell the assets at the highest price the market will bear while maintaining the business plans for these assets.
With respect to our funds under management (the 24th Street Funds and the BFR Fund), we have been selling the underlying real estate assets at the highest price the market will bear with only a few projects still to be sold.
Removed
However, since digital technology for changing static copy has only recently been developed and introduced into the market on a large scale, and is in the process of being introduced more broadly, existing regulations that currently do not apply to digital technology by their terms could be revised to impose greater restrictions.
Added
Through December 31, 2025, we have sold 1,015,537 shares of Sky Harbour Class A common stock for gross proceeds of approximately $11.2 million.
Removed
The new revolving line of credit is due and payable on August 12, 2026.
Added
Rozek as one of seven directors on the board of directors of Sky Harbour through the 2026 Sky Harbour Annual Meeting.
Added
Through December 31, 2025, we have sold 1,015,537 shares of Sky Harbour Class A common stock for gross proceeds of approximately $11.2 million.
Added
The findings of future studies related to the impact of digital billboards on driver safety issues, if any, may result in regulations at the federal or state level that impose greater restrictions on digital billboards.
Added
On 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, 2029.
Added
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.
Added
George, LLC and the Credit Agreement for FIF Utah, LLC. The loans under the BOB Credit Agreements are secured by all assets of each of the Borrowers.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
This year, BOB has received notice of awards under both programs, which awards are subject to completion of certain closing conditions.
Added
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.
Added
The loan portion is a 20 year term loan under advantageous interest rates and which we, as the ultimate parent of UBB, must guarantee.
Added
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.
Added
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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

59 edited+16 added−25 removed293 unchanged
Biggest changeThis 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. ● We may focus on geographic markets within or outside of the United States where we have had relatively little or no market share.
Biggest changeThis 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 successful, these efforts may create enhanced 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.
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. ● Acquire, by merger, stock purchase, asset purchase or otherwise, any material assets or securities of any other corporation, partnership or other entity. 35 Table of Contents 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.
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. 32 Table of Contents 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.
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; ● success of our competitors' products or services; ● 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; ● 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; ● our ability to effectively manage our growth; ● 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; ● 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; ● the public’s reaction to our press releases, other public announcements or our competitors’ businesses; 31 Table of Contents ● 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, 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.
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; ● success of our competitors' products or services; ● 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; ● our ability to effectively manage our growth; ● 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; ● 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; ● the public’s reaction to our press releases, other public announcements or our competitors’ businesses; 29 Table of Contents ● 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.
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). 26 Table of Contents 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 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). 25 Table of Contents 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.
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. 36 Table of Contents 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.
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. 33 Table of Contents 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.
As of March 27, 2025, no shares of preferred stock have been issued. 37 Table of Contents 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.
As of March 27, 2026, no shares of preferred stock have been issued. 34 Table of Contents 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.
Similarly, our investments in other companies, including the home building and consumer auto lending markets, are highly regulated by federal and other governmental agencies. 24 Table of Contents Our surety insurance business is subject to extensive insurance regulation, which may adversely affect our ability to achieve our business objectives.
Similarly, our investments in other companies, including the home building and consumer auto lending markets, are highly regulated by federal and other governmental agencies. 23 Table of Contents Our surety insurance business is subject to extensive insurance regulation, which may adversely affect our ability to achieve our business objectives.
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. 25 Table of Contents We may be unable to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us.
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. 24 Table of Contents We may be unable to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us.
We cannot guarantee that our security efforts will prevent breaches or breakdowns of our or our third-party service providers’ information technology systems. 23 Table of Contents Changes in laws and regulations governing data privacy and data protection could have a material adverse impact on our business.
We cannot guarantee that our security efforts will prevent breaches or breakdowns of our or our third-party service providers’ information technology systems. 22 Table of Contents Changes in laws and regulations governing data privacy and data protection could have a material adverse impact on our business.
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. 28 Table of Contents 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.
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. 27 Table of Contents 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 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, and determined that there was not an other-than-temporary impairment.
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, 2025, and determined that there was not an other-than-temporary impairment.
Entities managed by Magnolia currently effectively control 31.1% 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 .
Entities managed by Magnolia currently effectively control 31.7% 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 .
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.
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. 21 Table of Contents Our executive officers and directors may experience a conflict of interest between their duties to us and to affiliated parties.
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. Based on our review at October 1, 2024, no impairment charge was required.
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, 2025. Based on our review at October 1, 2025, no impairment charge was required.
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.
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.
In May 2022, we also registered 1,018,660shares 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, 522,231 shares of our Class A common stock are available for resale under that registration statement.
In May 2022, we also registered 1,018,660 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.
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.
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.
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. Adverse economic conditions could negatively affect our results of operations and financial condition.
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. 20 Table of Contents Adverse economic conditions could negatively affect our results of operations and financial condition.
These limitations may increase our federal, state, and/or foreign income tax liability. 38 Table of Contents Item 1B. Unresolved Staff Comments. None.
These limitations may increase our federal, state, and/or foreign income tax liability. 35 Table of Contents Item 1B. Unresolved Staff Comments. None.
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 $5.80 per share for a sustained period of time, it will likely result in an impairment of our 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 $6.36 per share for a sustained period of time, it will likely result in an impairment of our investment.
Our net loss from operations for the fiscal years ended December 31, 2024 and 2023 was approximately $8.5 million and $8.9 million, respectively. We have funded our operations to date principally from the sale of securities.
Our net loss from operations for the fiscal years ended December 31, 2025 and 2024 was approximately $3.9 million and $8.5 million, respectively. We have funded our operations to date principally from the sale of securities.
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.
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.
The U.S. economy has experienced persistent inflation, and we have experienced, and 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.
Over the past several years, the U.S. economy has experienced 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.
Currently, MCF owns all of our Class B common stock and entities managed by Magnolia own 18.1% of our Class A common stock, resulting in their holding 31.1% of the aggregate voting power of the company. As a result, Mr. Peterson and entities managed by Magnolia together control 32.7% of the aggregate voting power.
Currently, MCF owns all of our Class B common stock and entities managed by Magnolia own 18.6% of our Class A common stock, resulting in their holding 31.7% of the aggregate voting power of the company. As a result, Mr. Peterson and entities managed by Magnolia together control 33.4% of the aggregate voting power.
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.
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.
Accordingly, these limitations may increase our federal income tax liability. NOLs generated during 2018 and thereafter do not expire. As of December 31, 2024, we had NOLs of a pproximately $ 91.1 million.
Accordingly, these limitations may increase our federal income tax liability. NOLs generated during 2018 and thereafter do not expire. As of December 31, 2025, we had NOLs of a pproximately $133.4 million.
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. We may need significant additional capital in the future to continue our planned acquisitions.
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.
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.
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.
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. For these reasons, we may continue to incur significant losses.
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.
Best’s rating; ● if unfavorable financial, regulatory, reinsurance or market trends affect us, including excess market capacity; ● if our losses exceed our loss reserves; ● if we have unresolved issues with government regulators; ● if we are unable to retain our senior management or other key personnel; ● if our investment portfolio incurs significant losses; or ● if 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; ● if we have unresolved issues with government regulators; ● 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.
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. 34 Table of Contents Certain actions cannot be taken without the approval of MCF due to its ownership of Class B common stock.
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.
As of March 27, 2025, we had 7,848,893 shares of Class A common stock authorized but unissued under our certificate of incorporation.
As of March 27, 2026, we had 7,815,468 shares of Class A common stock authorized but unissued under our certificate of incorporation.
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.
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.
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; ● 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.
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.
As of March 27, 2025, we and our UCS subsidiary collectively owned 12,210,897 shares of Sky Harbour Class A common stock and 7,719,799 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 securities involve a substantial degree of risk .
As of March 27, 2026, we and our UCS subsidiary collectively owned 11,671,494 shares of Sky Harbour Class A common stock and 7,719,779 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 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 an internal audit function, and (iv) hire additional accounting, internal audit and finance staff.
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) strengthen our internal audit function, and (iv) hire additional accounting, internal audit and finance staff.
As of December 31, 2024, the closing price of Sky Harbour Class A common stock was $11.93 per share and we held 12,401,589 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.
As of December 31, 2025, the closing price of Sky Harbour Class A common stock was $8.97 per share and we held 11,671,494 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.
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. Increased operating expenses associated with the expansion of our business may negatively impact our operating income.
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.
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.
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.
As of March 27, 2025, 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 as of February 14, 2025, it owns an additional 2,444,473 shares of our Class A common stock.
As of March 27, 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 on January 20, 2026, that it owns an additional 1,602,449 shares of our Class A common stock. Additionally, Mr.
As of December 31, 2024, certain of our stockholders still hold 8,555,957 registered shares of our Class A common stock. 33 Table of Contents 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.
As of December 31, 2025, certain of our stockholders still hold 7,713,933 registered shares of our Class A common stock. 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.
Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” 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 .
The decreased disclosures in this Form 10-K under the transition rules for smaller reporting 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 .
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. 20 Table of Contents Our management recognizes that we will, therefore, be forced to compete primarily on the basis of price, location, performance, service, and other factors.
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.
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. 32 Table of Contents We are a smaller reporting company, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our Class A common stock less attractive to investors.
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. 30 Table of Contents We are providing information in this Annual Report on Form 10-K under the reduced disclosure requirements for smaller reporting companies and the reduced disclosure provided in this Form 10-K may make our Class A common stock less attractive to investors.
Peterson and David Graff serve as members of the board of directors of Nelnet, Inc. 22 Table of Contents 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.
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.
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.
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. 31 Table of Contents 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.
If our efforts to develop new products or expand in targeted markets are not successful, our results of operations could be materially and adversely affected. 27 Table of Contents 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.
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; ● Efforts to develop new products or markets have the potential to create or increase distribution channel conflict; and ● If our efforts to develop new products or expand in targeted markets are not successful, our results of operations could be materially adversely affected. 26 Table of Contents 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.
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.
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.
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.
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.
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. These reporting and other obligations place significant demands on our management, administrative, operational and accounting resources.
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.
In addition to our investments in privately-held companies and our investment in the Sky Harbour Class A common stock and Sky Warrants, we may purchase publicly traded common stock and other equity securities, including warrants and corporate bonds.
In addition to our investment in Sky Harbour Class A common stock and warrants, we have in the past and may continue to hold investments in other public company securities and securities in privately-held companies.
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.
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.
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.
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.
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 totaled $36,123,138, of which $9,600,000 is related to its revolving line of credit.
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.
The revolving line of credit is due in 2026 and the remaining balance of the term loan becomes due and payable in 2028. 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.
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, 2025 totaled approximately $14,000,000.
To date, we have issued 142,134 shares of our Class A common stock under the 2022 Incentive Plan. 15 Table of Contents 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.
Unless otherwise set forth in a prospectus supplement, we will not receive any proceeds from the sale of securities by any selling stockholders. 15 Table of Contents 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.
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. 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.
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.
“Smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports and in certain registration statements filed with the SEC and no requirement, as long as our revenues are below $100 million and the value of our Class A common stock held by the public as measured on certain dates, is less than $700 million, to have our independent auditor 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)).
These more limited reporting requirements allow us in this Form 10-K to provide simplified executive compensation disclosures, provide only two years of audited financial statements and avoid the requirement 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)).
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. 29 Table of Contents 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.
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. 28 Table of Contents Risks Related to Ownership of our Common Stock Investors should not rely on the accuracy of forward-looking statements made by us.
Removed
We may also raise additional capital pursuant to our 2022 Shelf Registration Statement which allows us to sell up to $500,000,000 in equity securities in public or private placements based on our capital needs.
Added
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.
Removed
In December 2022, we established an "at the market" offering program with Wells Fargo Securities as sales agent which allows us to sell up to $100,000,000 in our Class A common stock (the "ATM Program").
Added
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.
Removed
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.
Added
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.
Removed
We did not sell any shares of our Class A common stock during fiscal 2024. Our 2022 Shelf Registration Statement expires in May 2025 and we intend to replace it with a new shelf registration statement.
Added
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.
Removed
BOB's current borrowings under the bank credit facility as of December 31, 2024 totaled $3,441,666 and we borrowed an additional $3,500,000 under this credit facility in January 2025. In addition, Link and BOB may incur additional indebtedness in the future.
Added
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.
Removed
These factors may result in continued lower demand for our products and services and negatively affect our business, results of operations, and cash flows. 21 Table of Contents Climate change, severe weather, natural disasters, public health emergencies and other external events could significantly impact our business.
Added
Although 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.
Removed
The operation of our business depends on our information technology systems.
Added
To date, we have issued 175,559 shares of our Class A common stock under the 2022 Incentive Plan. We may in the future file a new shelf registration statement which would allow us, from time to time, in one or more offerings, to offer and sell Class A common stock or preferred stock, various series of debt securities and/or warrants.
Removed
Most insurance regulations are designed to protect the interests of insurance policyholders, as opposed to the interests of investors or stockholders.
Added
We or any selling security holders may offer these securities from time to time in amounts, at prices and on terms determined at the time of the offering. We may sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a delayed or continuous basis.
Removed
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.
Added
Unless otherwise set forth in an applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities that we may offer for general corporate purposes, including, but not limited to, financing our existing businesses and operations, and expanding our businesses and operations through additional hires, strategic alliances, and acquisitions.
Removed
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.
Added
Link's current borrowings under the bank credit facility as of December 31, 2025 totaled approximately $34,800,000, of which $9,100,000 is related to its revolving line of credit. The remaining balance of the term loan becomes due and payable in 2028 and the revolving line of credit is due in 2029.
Removed
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCommencing in 2024, our Audit and Risk Committee, on behalf of the board of directors, is overseeing our cybersecurity risk management program. 39 Table of Contents
Biggest changeCommencing in 2024, our Audit and Risk Committee , on behalf of the board of directors, is overseeing our cybersecurity risk management program. 36 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our corporate headquarters is located in Omaha, Nebraska. As of December 31, 2024, we maintained offices in various locations in the United States with leases expiring between 2025 a nd 2042.
Biggest changeItem 2. Properties. Our corporate headquarters is located in Omaha, Nebraska. As of December 31, 2025, we maintained offices in various locations in the United States with leases expiring between 2026 and 2042 .

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities On July 23, 2024, the Board approved and authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company intends to repurchase up to $20 million of its 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.
Biggest changeIssuer Purchases of Equity Securities On November 14, 2025, the Board approved and authorized the Share Repurchase Program, replacing a share repurchase program established in 2024 which expired on September 30, 2025, pursuant to which we announced our intention to repurchase up to $30 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.
As of March 27, 2025, we also had 580,558 shares of Class B common stock held entirely by MCF. 40 Table of Contents 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.
As of March 27, 2026, we also had 580,558 shares of Class B common stock held entirely by MCF. 37 Table of Contents 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.
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 142,134 shares.
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, the president of our billboard subsidiary, the president of our broadband subsidiary, other key employees, and our current and previous independent directors totaling 175,559 shares.
This number does not include stockholders for whom shares are held in “nominee” or “street” name. As of March 27, 2025, there were 30,872,876 shares of Class A common stock outstanding.
This number does not include stockholders for whom shares are held in “nominee” or “street” name. As of March 27, 2026, there were 30,085,520 shares of Class A common stock outstanding.
As of March 27, 2025, the closing price per share of our common stock was $14.80, as reported by the NYSE. Holders of Our Common Stock As of March 27, 2025, there were approximately 100 holders of record of shares of our Class A common stock.
As of March 27, 2026, the closing price per share of our common stock was $11.78, as reported by the NYSE. Holders of Our Common Stock As of March 27, 2026, there were approximately 100 holders of record of shares of our Class A common stock.
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, 2024 and will terminate on September 30, 2025, unless earlier terminated in the discretion of the Board.
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 November 18, 2025 and will terminate on December 31, 2026, unless earlier terminated in the discretion of the Board.
We currently have 1,432,866 shares available for grant under the 2022 Incentive Plan.
We currently have 1,399,441 shares available for grant under the 2022 Incentive Plan.
No other warrants are issued and outstanding. Equity Compensation Plans In August 2022, our shareholders approved the 2022 Incentive Plan.
Recent Sales of Unregistered Securities None. Equity Compensation Plans In August 2022, our shareholders approved the 2022 Incentive Plan.
During fiscal 2024, we repurchased 111,323 shares of our Class A common stock for a total cost of $1,589,322.
During fiscal 2025, we repurchased 444,753 shares of our Class A common stock for a total cost of approximately $5,800,000. No shares were repurchased in 2025 under the prior share repurchase program established in 2024.
Removed
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 $10.00 per share and to acquire 1,262 shares of our Class B common stock at an exercise price of $8.00 per share.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

96 edited+25 added−27 removed103 unchanged
Biggest changeThe increase in depreciation expense is mainly driven by continued capital investments across all of our broadband businesses. ● The $657,236 loss on disposition of assets in fiscal 2024 was mainly related to projects that we decided to pause indefinitely within our FFH business. 49 Table of Contents Results of Insurance Operations For the Years Ended December 31, 2024 2023 Amount As a % of Segment Operating Revenues Amount As a % of Segment Operating Revenues Operating Revenues Premiums earned $ 19,759,540 82.9 % $ 13,932,659 78.7 % Insurance commissions 1,962,692 8.2 % 1,884,007 10.6 % Investment and other income 2,129,218 8.9 % 1,889,225 10.7 % Total operating revenues 23,851,450 100.0 % 17,705,891 100.0 % Cost of Revenues Commissions paid 5,707,648 23.9 % 4,387,088 24.8 % Premium taxes, fees, and assessments 519,588 2.2 % 376,828 2.1 % Losses and loss adjustment expense 3,173,455 13.3 % 2,044,251 11.6 % Total cost of revenues 9,400,691 39.4 % 6,808,167 38.5 % Gross margin 14,450,759 60.6 % 10,897,724 61.5 % Other Operating Expenses Employee costs 8,499,669 35.6 % 6,500,480 36.7 % Professional fees 487,447 2.0 % 596,245 3.4 % General and administrative 2,647,495 11.1 % 1,970,121 11.1 % Depreciation 154,897 0.7 % 152,388 0.9 % Amortization 160,247 0.7 % 160,246 0.9 % Total expenses 11,949,755 50.1 % 9,379,480 53.0 % Segment Income from Operations 2,501,004 10.5 % 1,518,244 8.5 % Other investment income 218,015 0.9 % 538,621 3.1 % Net Income Attributable to Common Stockholders $ 2,719,019 11.4 % $ 2,056,865 11.6 % Comparison of Fiscal 2024 to Fiscal 2023.
Biggest changeThe increase is mainly driven by the borrowings on the BOB credit facility. 46 Table of Contents Results of Insurance Operations For the Years Ended December 31, 2025 2024 Amount As a % of Segment Operating Revenues Amount As a % of Segment Operating Revenues Operating Revenues Premiums earned $ 23,182,446 85.1 % $ 19,759,540 82.9 % Insurance commissions 2,057,170 7.6 % 1,962,692 8.2 % Investment and other income 1,996,819 7.3 % 2,129,218 8.9 % Total operating revenues 27,236,435 100.0 % 23,851,450 100.0 % Cost of Revenues Commissions paid 7,113,926 26.1 % 5,707,648 23.9 % Premium taxes, fees, and assessments 659,453 2.4 % 519,588 2.2 % Losses and loss adjustment expense 6,659,343 24.5 % 3,173,455 13.3 % Total cost of revenues 14,432,722 53.0 % 9,400,691 39.4 % Gross margin 12,803,713 47.0 % 14,450,759 60.6 % Other Operating Expenses Employee costs 9,265,087 34.0 % 8,499,669 35.6 % Professional fees 1,116,729 4.1 % 487,447 2.0 % General and administrative 3,098,548 11.4 % 2,647,495 11.1 % Depreciation 180,380 0.6 % 154,897 0.7 % Amortization 160,246 0.6 % 160,247 0.7 % Total expenses 13,820,990 50.7 % 11,949,755 50.1 % Segment (Loss) Income from Operations (1,017,277 ) (3.7 %) 2,501,004 10.5 % Other investment income 301,915 1.1 % 218,015 0.9 % 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 2025 to Fiscal 2024.
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.
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.
We or any selling security holders may offer these securities from time to time in amounts, at prices and on terms determined at the time of offering. We may sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a delayed or continuous basis.
We or any selling security holders may offer these securities from time to time in amounts, at prices and on terms determined at the time of the offering. We may sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a delayed or continuous basis.
Net other income included $29,059,717 in other investment income mainly driven by a $16,983,514 unrealized gain on the Sky Harbour warrants held by Boston Omaha, other investment income of $7,815,912 primarily related to the sale of real estate properties and changes in the fair value of remaining assets within the 24th Street Funds and BFR Fund, $1,957,056 in non-cash gains associated with the transfer of Sky Harbour Class A common stock to our former Co-CEO as a part of his separation and stock repurchase agreement, $1,137,684 in realized gains on the sale of 285,442 shares of Sky Harbour Class A common stock, and interest and dividend income of $1,385,884.
Net other income included $29,059,717 in other investment income mainly driven by a $16,983,514 unrealized gain on the Sky Harbour warrants held by Boston Omaha, other investment income of $7,815,912 primarily related to the sale of real estate and changes in the fair value of remaining assets within the 24th Street Funds and BFR Fund, $1,957,056 in non-cash gains associated with the transfer of Sky Harbour Class A common stock to our former Co-CEO as a part of his separation and stock repurchase agreement, $1,137,684 in realized gains on the sale of 285,442 shares of Sky Harbour Class A common stock, and interest and dividend income of $1,385,884.
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 earnout payments. In addition, we have invested, through one of our subsidiaries, an aggregate of $6 million in the 24th Street Funds.
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.
Unless otherwise set forth in an applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities that we offer for general corporate purposes, including, but not limited to, financing our existing businesses and operations, and expanding our businesses and operations through additional hires, strategic alliances and acquisitions.
Unless otherwise set forth in an applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities that we may offer for general corporate purposes, including, but not limited to, financing our existing businesses and operations, and expanding our businesses and operations through additional hires, strategic alliances, and acquisitions.
Pursuant to the BOB Credit Agreement, 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.
Pursuant to the BOB Credit 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.
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. 43 Table of Contents 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.
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. 40 Table of Contents 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.
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. 58 Table of Contents 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.
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. 52 Table of Contents 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.
Crescent is located in New Orleans and generates the majority of its revenues from indirect subprime automobile lending across the United States. 42 Table of Contents ● 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".
Crescent is located in New Orleans and generates the majority of its revenues from indirect subprime automobile lending across the United States. 39 Table of Contents ● 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".
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, and determined that there was not an other-than-temporary impairment.
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, 2025, and determined that there was not an other-than-temporary impairment.
Additionally, in the 2022 Shelf Registration Statement, we registered for resale up to 8,297,093 shares of Class A common stock acquired in 2018 or earlier in private placements in accordance with the terms of a 2018 registration rights agreement. We will not receive any proceeds from the sale of Class A common stock by the selling shareholders.
Additionally, in the 2022 Shelf Registration Statement, we registered for resale up to 8,297,039 shares of Class A common stock acquired in 2018 or earlier in private placements in accordance with the terms of a 2018 registration rights agreement. We will not receive any proceeds from the sale of Class A common stock by the selling shareholders.
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. 57 Table of Contents We believe that 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.
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. 51 Table of Contents Future Working Capital Requirements We believe that 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 the remaining 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.
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 to fiscal 2023 may not be meaningful.
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 2025 to fiscal 2024 may not be meaningful.
The Company was in compliance with these covenants as of December 31, 2024. 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.
The Company was in compliance with these covenants as of December 31, 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.
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, and 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. 55 Table of Contents Boston Omaha Broadband Credit Agreement 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 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. 50 Table of Contents Boston Omaha Broadband Credit 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”).
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 reacting to changes in our billboard, insurance, asset management, and broadband businesses.
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.
Quantitative and Qualitative Disclosures about Market Risk At December 31, 2024, 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.
Quantitative and Qualitative Disclosures about Market Risk At December 31, 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.
The increase 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 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.
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.
There was 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.
In our surety business, direct cost of services includes commissions, premium taxes, fees and assessments, and losses and loss adjustment expenses. 44 Table of Contents Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following is a comparison of our results of operations for the year ended December 31, 2024, which we refer to as “fiscal 2024,” compared to the year ended December 31, 2023 which we refer to as “fiscal 2023.” Revenues.
In our surety business, direct cost of services includes commissions, premium taxes, fees and assessments, and losses and loss adjustment expenses. 41 Table of Contents Results of Operations Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following is a comparison of our results of operations for the year ended December 31, 2025, which we refer to as “fiscal 2025,” compared to the year ended December 31, 2024 which we refer to as “fiscal 2024.” Revenues.
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 $5.80 per share for a sustained period of time, it will likely result in an impairment of our 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 $6.36 per share for a sustained period of time, it will likely result in an impairment of our investment.
The increase in premiums earned was primarily due to increases in gross written premium production throughout fiscal 2024.
The increase in premiums earned was primarily due to increases in gross written premium production throughout fiscal 2025.
The BOB 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 BOB Credit Agreements 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.
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.
Management ’ s Discussion and Analysis of Financial Cond ition 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.
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.
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.
As of December 31, 2024, we held 12,401,589 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.
As of December 31, 2025, we held 11,671,494 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.
Although we have entered and continue to enter into non-binding letters of intent to acquire businesses on a regular basis, we do not have current agreements, commitments or understandings for any specific material acquisitions which are probable to be consummated at this time.
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 any agreements, commitments or understandings for any specific material acquisitions that are probable of being consummated at this time.
At December 31, 2024, we had approximately $28.3 million in unrestricted cash and $11 million in short-term treasury 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.
At December 31, 2025, we had approximately $28.6 million in unrestricted cash and $20.7 million in short-term U.S. treasury 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.
The key factors affecting our billboard operations results during fiscal 2024 were as follows: ● Ground rent expense decreased as a percentage of total segment operating revenues from 18.6% in fiscal 2023 to 18.3% in fiscal 2024. ● Commissions paid decreased as a percentage of total segment operating revenues from 7.9% in fiscal 2023 to 7.8% in fiscal 2024. ● Employee costs increased as a percentage of total segment operating revenues from 16.5% in fiscal 2023 to 17.3% in fiscal 2024.
The key factors affecting our billboard operations results during fiscal 2025 were as follows: ● Ground rent expense as a percentage of total segment operating revenues increased from 18.3% in fiscal 2024 to 18.5% in fiscal 2025. ● Commissions paid as a percentage of total segment operating revenues decreased from 7.8% in fiscal 2024 to 6.2% in fiscal 2025.
These items were partially offset by a loss of $17,283,281 from unconsolidated affiliates mainly related to non-cash losses from our equity method position in Sky Harbour and interest expense of $1,598,248 mainly incurred under Link's term loan and revolver. During fiscal 2023, we had net other expense of $294,060.
These items were partially offset by a loss of $17,283,281 from unconsolidated affiliates mainly related to non-cash losses from our equity method position in Sky Harbour and interest expense of $1,598,248 mainly incurred under Link's term loan and revolver.
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, we operate approximately 4,000 billboards with approximately 7,600 advertising faces.
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, 2025, we operate approximately 3,900 billboards with approximately 7,500 advertising faces.
The key factors affecting our broadband operations results during fiscal 2024 were as follows: ● Network operations and data costs decreased as a percentage of total segment operating revenues from 14.9% in fiscal 2023 to 13.0% in fiscal 2024.
The key factors affecting our broadband operations results during fiscal 2025 were as follows: ● Network operations and data costs as a percentage of total segment operating revenues increased from 13.0% in fiscal 2024 to 13.3% in fiscal 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 4.2% in fiscal 2024 when compared to fiscal 2023, mainly due to increased production through outside insurance carriers. ● Investment and other income at UCS and BOAM increased by 6.7% from $2,156,199 in fiscal 2023 to $2,301,365 in fiscal 2024. 45 Table of Contents Expenses.
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 4.8% in fiscal 2025 when compared to fiscal 2024, mainly due to increased production through outside insurance carriers. ● Investment and other income at UCS and BOAM decreased by 9.2% from $2,301,365 in fiscal 2024 to $2,090,729 in fiscal 2025, mainly due to winding down BOAM's operations. 42 Table of Contents Expenses.
As of December 31, 2024, we hold 12,401,589 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.
As of December 31, 2025, we hold 11,671,494 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.
Total costs and expenses as a percentage of revenues decreased from 109.2% in fiscal 2023 to 107.8% in fiscal 2024. The key factors impacting costs and expenses across each of our businesses during fiscal 2024 were as follows: ● Cost of billboard revenues decreased as a percentage of billboard revenues from 35.2% in fiscal 2023 to 34.3% in fiscal 2024.
Total costs and expenses as a percentage of revenues decreased from 107.8% in fiscal 2024 to 103.4% in fiscal 2025. The key factors impacting costs and expenses across each of our businesses during fiscal 2025 were as follows: ● Cost of billboard revenues decreased as a percentage of billboard revenues from 34.3% in fiscal 2024 to 32.6% in fiscal 2025.
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 was $8,467,478, or 7.8% of total revenues, as compared to a net loss from operations of $8,852,403, or 9.2% of total revenues, in fiscal 2023.
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 2025 was $3,928,147, or 3.4% of total revenues, as compared to a net loss from operations of $8,467,478, or 7.8% of total revenues, in fiscal 2024.
In fiscal 2024, total operating revenues increased by 10.6% when compared to fiscal 2023 mainly reflecting subscriber growth across a number of our markets.
In fiscal 2025, total operating revenues increased by 5.4% when compared to fiscal 2024 mainly reflecting subscriber growth across a number of our markets.
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, 2024 and will terminate on September 30, 2025, unless earlier terminated in the discretion of the Board.
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 November 18, 2025 and will terminate on December 31, 2026, unless earlier terminated in the discretion of the Board.
Losses and loss adjustment expenses are reserved monthly based on a percentage of earned premium. ● Employee costs decreased as a percentage of total segment operating revenues from 36.7% in fiscal 2023 to 35.6% in fiscal 2024.
Losses and loss adjustment expenses are primarily reserved monthly based on a percentage of earned premiums. ● Employee costs as a percentage of total segment operating revenues decreased from 35.6% in fiscal 2024 to 34.0% in fiscal 2025.
The key factors impacting revenue across each of our businesses during fiscal 2024 were as follows: ● Net billboard rentals increased by 5.2% in fiscal 2024 when compared to fiscal 2023, reflecting an improvement in rental and occupancy rates across a number of our markets. ● Revenue from broadband services increased by 10.6% in fiscal 2024 when compared to fiscal 2023, mainly reflecting subscriber growth across a number of our markets. ● Premiums earned from our UCS insurance subsidiary increased by 41.8% in fiscal 2024 when compared to the fiscal 2023.
The key factors impacting revenue across each of our businesses during fiscal 2025 were as follows: ● Net billboard rentals increased by 1.5% in fiscal 2025 when compared to fiscal 2024, reflecting steady rental and occupancy rates across a number of our markets. ● Revenue from broadband services increased by 5.4% in fiscal 2025 when compared to fiscal 2024, mainly reflecting subscriber growth across a number of our markets. ● Premiums earned from our UCS insurance subsidiary increased by 17.3% in fiscal 2025 when compared to the fiscal 2024.
Our strategy is to continue to acquire other billboard locations, insurance 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.
Our strategy is to continue to expand certain parts of our existing businesses 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.
In fiscal 2024, total operating revenues increased by 34.7% when compared to fiscal 2023, mainly due to increased earned premiums at our UCS insurance subsidiary. The key factors affecting our insurance operations results during fiscal 2024 were as follows: ● Premiums earned from our UCS insurance subsidiary increased 41.8% in fiscal 2024 when compared to fiscal 2023.
In fiscal 2025, total operating revenues increased by 14.2% when compared to fiscal 2024, mainly due to increased earned premiums at our UCS insurance subsidiary. The key factors affecting our insurance operations results during fiscal 2025 were as follows: ● Premiums earned from our UCS insurance subsidiary increased 17.3% in fiscal 2025 when compared to fiscal 2024.
As of December 31, 2024, UCS had $2,393,260 in publicly held securities (marked to market) and $8,859,330 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.
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.
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 fiscal 2024, we sold 285,442 shares of Sky Harbour Class A common stock for gross proceeds of approximately $2.9 million.
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.
Excluding the one-time severance and bonus payments, employee costs would have decreased to 32.1% of total revenues in fiscal 2024. ● Professional fees in fiscal 2024 were $4,898,144, or 4.5% of total revenues, as compared to $4,665,515, or 4.9% of total revenues, in fiscal 2023.
Excluding the one-time severance and bonus payments, employee costs would have been 32.1% of total revenues in fiscal 2024. ● Professional fees in fiscal 2025 were $4,117,922, or 3.6% of total revenues, as compared to $4,898,144, or 4.5% of total revenues, in fiscal 2024.
The increase in premiums earned was primarily due to increases in gross written premium production throughout fiscal 2024.
The increase in premiums earned was primarily due to increases in production throughout fiscal 2025.
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 addition, 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.
The key factors affecting our asset management operations results during fiscal 2024 were as follows: ● Employee costs decreased by 51.3% in fiscal 2024 when compared to fiscal 2023 as we wind down BOAM's operations and implemented cost-cutting measures. ● Professional fees increased by 134.7% in fiscal 2024 when compared to fiscal 2023.
The key factors affecting our asset management operations results during fiscal 2025 were as follows: ● Employee costs in fiscal 2025 were completely removed as we wind down BOAM's operations and implement cost-cutting measures. ● Professional fees decreased by $47,836 in fiscal 2025 when compared to fiscal 2024.
The increase 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.
The decrease 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.
Long-term debt included within our consolidated balance sheet as of December 31, 2024 consists of Link’s Term Loan borrowings of approximately $26,500,000, of which approximately $900,000 is classified as current, and $9,600,000 related to the revolving line of credit as of December 31, 2024.
Long-term debt included within our Consolidated Balance Sheets as of December 31, 2025 consists of Link’s Term Loan borrowings of approximately $25,700,000, of which approximately $890,000 is classified as current, and $9,100,000 related to the revolving line of credit as of December 31, 2025.
Net Cash (Used in) Provided by Financing Activities . Net cash used in financing activities was $47,557,174 during fiscal 2024 as compared to net cash provided by financing activities of $32,940,258 during fiscal 2023.
Net Cash Provided by (Used in) Financing Activities . Net cash provided by financing activities was $1,206,318 during fiscal 2025 as compared to net cash used in financing activities of $47,557,174 during fiscal 2024.
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 4.2% in fiscal 2024 when compared to fiscal 2023, mainly due to increased production through outside insurance carriers. ● Commissions paid as a percentage of total segment operating revenues decreased from 24.8% in fiscal 2023 to 23.9% in fiscal 2024. ● Losses and loss adjustment expenses as a percentage of insurance revenues increased from 11.6% in fiscal 2023 to 13.3% in fiscal 2024.
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 4.8% in fiscal 2025 when compared to fiscal 2024, mainly due to increased production through outside insurance carriers. ● Investment and other income at UCS decreased from $2,129,218 in fiscal 2024 to $1,996,819 in fiscal 2025, mainly due to a decrease in yields on invested assets. ● Commissions paid as a percentage of total segment operating revenues increased from 23.9% in fiscal 2024 to 26.1% in fiscal 2025, mainly due to increased production from non-affiliated insurance brokerage firms. ● Losses and loss adjustment expenses as a percentage of insurance revenues increased from 13.3% in fiscal 2024 to 24.5% in fiscal 2025, mainly due to an increase in claim payments.
On July 23, 2024, the Board approved and authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company intends to repurchase up to $20 million of its 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.
On November 14, 2025, the Board approved and authorized the Share Repurchase Program, pursuant to which we announced our intention to repurchase up to $30 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 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. 59 Table of Contents 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.
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.
As of December 31, 2024, we have approximately 46,900 broadband customers (15,600 fiber customers) and 39,800 fiber passings completed. We hope to continue to expand in Arizona, Florida, Nevada, Utah, and other locales.
As of December 31, 2025, we have approximately 49,500 broadband customers (19,900 fiber customers) and 48,300 fiber passings completed. We hope to continue to expand in Arizona, Florida, Nevada, Utah, and other locales.
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.
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.
Our net loss from operations included $22,398,171 from non-cash amortization, depreciation and accretion expenses in fiscal 2024, as compared to $19,781,536 in fiscal 2023. 46 Table of Contents Other Income (Expense). During fiscal 2024, we had net other income of $11,564,072.
Our net loss from operations included $24,989,186 from non-cash amortization, depreciation and accretion expenses in fiscal 2025, as compared to $22,398,171 in fiscal 2024. 43 Table of Contents Other Income (Expense). During fiscal 2025, we had net other expense of $14,456,549.
We may, from time to time, in one or more offerings, offer and sell Class A common stock or preferred stock, various series of debt securities, and/or warrants. The shelf registration statement may also be used by one or more selling security holders, to be identified in the future, of our securities.
We may in the future file a new shelf registration statement which would allow us, from time to time, in one or more offerings, to offer and sell Class A common stock or preferred stock, various series of debt securities and/or warrants.
During fiscal 2024, we repurchased 111,323 shares of our Class A common stock for a total cost of $1,589,322. There can be no assurance that we will consummate any subsequent acquisitions.
During fiscal 2025, we repurchased 444,753 shares of our Class A common stock for a total cost of approximately $5,800,000. There can be no assurance that we will consummate any subsequent acquisitions.
The increase is mainly due to the filling of open positions to align processes and lower operating costs in other expense categories. ● General and administrative expenses decreased as a percentage of total segment operating revenues from 9.1% fiscal 2023 to 8.9% in fiscal 2024. ● Depreciation and amortization expense as a percentage of total segment operating revenues decreased from 11.8% and 9.1% in fiscal 2023 to 11.4% and 8.7% in fiscal 2024, respectively. ● Net interest expense was $1,410,216 in fiscal 2024 compared to net interest expense of $956,251 in fiscal 2023.
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 as a percentage of total segment operating revenues decreased from 8.9% in fiscal 2024 to 8.8% in fiscal 2025. ● Depreciation and amortization expense as a percentage of total segment operating revenues were 11.6% and 8.5% in fiscal 2025 compared to 11.4% and 8.7% in fiscal 2024, respectively. ● Net interest expense was $1,467,443 in fiscal 2025 compared to net interest expense of $1,410,216 in fiscal 2024.
We had a net loss attributable to common stockholders in the amount of $1,292,450 in fiscal 2024, or a loss per share of $0.04, based on 31,496,857 diluted weighted average shares outstanding.
We had a net loss attributable to common stockholders in the amount of $12,427,540 in fiscal 2025, or a loss per share of $0.40, based on 31,413,667 diluted weighted average shares outstanding.
At December 31, 2024, we had approximately $28.3 million in unrestricted cash and $11 million in short-term treasury securities.
At December 31, 2025, we had approximately $28.6 million in unrestricted cash and $20.7 million in short-term U.S. treasury securities.
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.
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.
The effects of changes in estimated reserves are included in the results of operations in the period in which the estimates are updated.
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.
The decrease was mainly related to lower ground rent expense and other costs of revenues as a percentage of billboard revenues. ● Cost of broadband revenues decreased as a percentage of broadband revenues from 28.2% in fiscal 2023 to 24.2% in fiscal 2024.
The decrease was mainly driven by lower commissions paid and other billboard cost of revenues. ● Cost of broadband revenues decreased as a percentage of broadband revenues from 24.2% in fiscal 2024 to 23.6% in fiscal 2025.
These investments are subject to the risk of loss in value depending upon market conditions and factors outside of our control. 50 Table of Contents Results of Asset Management Operations For the Years Ended December 31, 2024 2023 Amount As a % of Segment Operating Revenues Amount As a % of Segment Operating Revenues Operating Revenues Investment and other income $ 172,147 100.0 % $ 266,974 100.0 % Cost of Revenues Total cost of revenues - - - - Gross margin 172,147 100.0 % 266,974 100.0 % Other Operating Expenses Employee costs 766,064 445.0 % 1,574,332 589.7 % Professional fees 754,253 438.2 % 321,363 120.4 % General and administrative 562,824 326.9 % 753,320 282.1 % Depreciation - - - - Amortization - - - - Total expenses 2,083,141 1210.1 % 2,649,015 992.2 % Segment Loss from Operations (1,910,994 ) (1110.1 %) (2,382,041 ) (892.2 %) Interest and dividend income 536,524 311.6 % 1,058,527 396.5 % Equity in income of unconsolidated affiliates - - 4,630,610 1734.5 % Other investment income 7,815,912 4540.3 % 980,410 367.2 % Noncontrolling interest in subsidiary income (4,599,100 ) (2671.6 %) (911,292 ) (341.4 %) Net Income Attributable to Common Stockholders $ 1,842,342 1070.2 % $ 3,376,214 1264.6 % Comparison of Fiscal 2024 to Fiscal 2023.
These investments are subject to the risk of loss in value depending upon market conditions and factors outside of our control. 47 Table of Contents Results of Asset Management Operations For the Years Ended December 31, 2025 2024 Amount As a % of Segment Operating Revenues Amount As a % of Segment Operating Revenues Operating Revenues Investment and other income $ 93,910 100.0 % $ 172,147 100.0 % Cost of Revenues Total cost of revenues - - - - Gross margin 93,910 100.0 % 172,147 100.0 % Other Operating Expenses Employee costs - - 766,064 445.0 % Professional fees 706,417 752.2 % 754,253 438.2 % General and administrative 165,035 175.8 % 562,824 326.9 % Depreciation - - - - Amortization - - - - Total expenses 871,452 928.0 % 2,083,141 1210.1 % Segment Loss from Operations (777,542 ) (828.0 %) (1,910,994 ) (1110.1 %) Interest and dividend income 29,218 31.1 % 536,524 311.6 % Other investment (loss) income (6,920,718 ) (7369.5 %) 7,815,912 4540.3 % Noncontrolling interest in subsidiary loss (income) 5,893,202 6275.4 % (4,599,100 ) (2671.6 %) Net (Loss) Income Attributable to Common Stockholders $ (1,775,840 ) (1891.0 %) $ 1,842,342 1070.2 % Comparison of Fiscal 2025 to Fiscal 2024.
This is compared to a net loss attributable to common stockholders of $7,004,009 in fiscal 2023, or a loss per share of $0.23, based on 31,092,850 diluted weighted average shares outstanding. 47 Table of Contents The following tables report results for the following four segments in which we operate: billboards, broadband, insurance and asset management for fiscal 2024 and fiscal 2023: Results of Billboard Operations For the Years Ended December 31, 2024 2023 Amount As a % of Segment Operating Revenues Amount As a % of Segment Operating Revenues Operating Revenues Billboard rentals, net $ 45,153,076 100.0 % $ 42,940,369 100.0 % Cost of Revenues Ground rents 8,241,212 18.3 % 7,981,107 18.6 % Utilities 1,846,056 4.1 % 1,790,349 4.2 % Commissions paid 3,543,865 7.8 % 3,409,923 7.9 % Other costs of revenues 1,865,672 4.1 % 1,955,438 4.5 % Total cost of revenues 15,496,805 34.3 % 15,136,817 35.2 % Gross margin 29,656,271 65.7 % 27,803,552 64.8 % Other Operating Expenses Employee costs 7,812,497 17.3 % 7,072,960 16.5 % Professional fees 223,165 0.5 % 804,203 1.9 % General and administrative 4,033,121 8.9 % 3,902,279 9.1 % Depreciation 5,151,286 11.4 % 5,075,358 11.8 % Amortization 3,902,738 8.7 % 3,933,290 9.1 % Accretion 204,659 0.5 % 199,211 0.5 % Loss on disposition of assets 63,455 0.1 % 206,832 0.5 % Total expenses 21,390,921 47.4 % 21,194,133 49.4 % Segment Income from Operations 8,265,350 18.3 % 6,609,419 15.4 % Interest expense, net (1,410,216 ) (3.1 %) (956,251 ) (2.2 %) Net Income Attributable to Common Stockholders $ 6,855,134 15.2 % $ 5,653,168 13.2 % Comparison of Fiscal 2024 to Fiscal 2023.
This is compared to a net loss attributable to common stockholders of $1,292,450 in fiscal 2024, or a loss per share of $0.04, based on 31,496,857 diluted weighted average shares outstanding. 44 Table of Contents The following tables report results for the following four segments in which we operate: billboards, broadband, insurance and asset management for fiscal 2025 and fiscal 2024: Results of Billboard Operations For the Years Ended December 31, 2025 2024 Amount As a % of Segment Operating Revenues Amount As a % of Segment Operating Revenues Operating Revenues Billboard rentals, net $ 45,851,335 100.0 % $ 45,153,076 100.0 % Cost of Revenues Ground rents 8,468,658 18.5 % 8,241,212 18.3 % Utilities 1,884,017 4.1 % 1,846,056 4.1 % Commissions paid 2,857,484 6.2 % 3,543,865 7.8 % Other costs of revenues 1,721,161 3.8 % 1,865,672 4.1 % Total cost of revenues 14,931,320 32.6 % 15,496,805 34.3 % Gross margin 30,920,015 67.4 % 29,656,271 65.7 % Other Operating Expenses Employee costs 8,621,513 18.8 % 7,812,497 17.3 % Professional fees 290,820 0.6 % 223,165 0.5 % General and administrative 4,042,182 8.8 % 4,033,121 8.9 % Depreciation 5,311,586 11.6 % 5,151,286 11.4 % Amortization 3,885,881 8.5 % 3,902,738 8.7 % Accretion 204,101 0.5 % 204,659 0.5 % (Gain) loss on disposition of assets (76,985 ) (0.2 %) 63,455 0.1 % Total expenses 22,279,098 48.6 % 21,390,921 47.4 % Segment Income from Operations 8,640,917 18.8 % 8,265,350 18.3 % Interest expense, net (1,467,443 ) (3.2 %) (1,410,216 ) (3.1 %) Net Income Attributable to Common Stockholders $ 7,173,474 15.6 % $ 6,855,134 15.2 % Comparison of Fiscal 2025 to Fiscal 2024.
The table below summarizes our cash flows in dollars for fiscal 2024 and fiscal 2023: 2024 2023 Net cash provided by operating activities $ 21,241,580 $ 16,059,125 Net cash provided by (used in) investing activities 28,099,816 (64,252,691 ) Net cash (used in) provided by financing activities (47,557,174 ) 32,940,258 Net increase (decrease) in cash, cash equivalents, and restricted cash $ 1,784,222 $ (15,253,308 ) Net Cash Provided by Operating Activities.
The table below summarizes our cash flows in dollars for fiscal 2025 and fiscal 2024: 2025 2024 Net cash provided by operating activities $ 17,857,490 $ 21,241,580 Net cash (used in) provided by investing activities (13,546,607 ) 28,099,816 Net cash provided by (used in) financing activities 1,206,318 (47,557,174 ) Net (decrease) increase in cash, cash equivalents, and restricted cash $ 5,517,201 $ 1,784,222 Net Cash Provided by Operating Activities.
The increase is mainly driven by the additional borrowings on the revolving line of credit. 48 Table of Contents Results of Broadband Operations For the Years Ended December 31, 2024 2023 Amount As a % of Segment Operating Revenues Amount As a % of Segment Operating Revenues Operating Revenues Broadband revenues $ 39,098,228 100.0 % $ 35,340,502 100.0 % Cost of Revenues Network operations and data costs 5,081,153 13.0 % 5,268,526 14.9 % Software costs 798,992 2.1 % 722,198 2.1 % Cell site rent and utilities 1,415,053 3.6 % 1,597,681 4.5 % Other costs of revenues 2,148,832 5.5 % 2,367,113 6.7 % Total cost of revenues 9,444,030 24.2 % 9,955,518 28.2 % Gross margin 29,654,198 75.8 % 25,384,984 71.8 % Other Operating Expenses Employee costs 15,541,832 39.7 % 14,527,407 41.1 % Professional fees 850,528 2.2 % 823,969 2.3 % General and administrative 7,418,184 19.0 % 7,093,277 20.1 % Depreciation 9,078,651 23.2 % 6,816,929 19.3 % Amortization 3,509,856 9.0 % 3,316,403 9.4 % Accretion 13,813 0.0 % 17,290 0.0 % Loss (gain) on disposition of assets 657,236 1.7 % (122,418 ) (0.3 %) Total expenses 37,070,100 94.8 % 32,472,857 91.9 % Segment Loss from Operations (7,415,902 ) (19.0 %) (7,087,873 ) (20.1 %) Interest (expense) income, net (32,019 ) (0.1 %) 17,664 0.1 % Noncontrolling interest in subsidiary loss - - 75,008 0.2 % Net Loss Attributable to Common Stockholders $ (7,447,921 ) (19.1 %) $ (6,995,201 ) (19.8 %) Comparison of Fiscal 2024 to Fiscal 2023.
The increase is mainly driven by the revolving line of credit. 45 Table of Contents Results of Broadband Operations For the Years Ended December 31, 2025 2024 Amount As a % of Segment Operating Revenues Amount As a % of Segment Operating Revenues Operating Revenues Broadband revenues $ 41,194,668 100.0 % $ 39,098,228 100.0 % Cost of Revenues Network operations and data costs 5,461,665 13.3 % 5,081,153 13.0 % Software costs 741,771 1.8 % 798,992 2.1 % Cell site rent and utilities 1,398,994 3.4 % 1,415,053 3.6 % Other costs of revenues 2,099,566 5.1 % 2,148,832 5.5 % Total cost of revenues 9,701,996 23.6 % 9,444,030 24.2 % Gross margin 31,492,672 76.4 % 29,654,198 75.8 % Other Operating Expenses Employee costs 14,546,120 35.3 % 15,541,832 39.7 % Professional fees 507,448 1.2 % 850,528 2.2 % General and administrative 6,904,287 16.8 % 7,418,184 19.0 % Depreciation 11,417,378 27.7 % 9,078,651 23.2 % Amortization 3,566,037 8.7 % 3,509,856 9.0 % Accretion 13,775 0.0 % 13,813 0.0 % Loss on disposition of assets 41,146 0.1 % 657,236 1.7 % Total expenses 36,996,191 89.8 % 37,070,100 94.8 % Segment Loss from Operations (5,503,519 ) (13.4 %) (7,415,902 ) (19.0 %) Interest expense, net (583,887 ) (1.4 %) (32,019 ) (0.1 %) Noncontrolling interest in subsidiary income (15,304 ) (0.0 %) - - Net Loss Attributable to Common Stockholders $ (6,102,710 ) (14.8 %) $ (7,447,921 ) (19.1 %) Comparison of Fiscal 2025 to Fiscal 2024.
The decrease in net loss from operations was primarily due to improved operations within our billboard, broadband and insurance businesses, which were partially offset by one-time costs associated with our former Co-CEO's separation agreement and an increase in depreciation expense related to continued capital investments within our broadband businesses.
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 broadband and billboard businesses, and lower expenses within our asset management business, which were partially offset by higher commissions paid and loss and loss adjustment expense within our insurance business.
Excluding the one-time professional fees associated with our former Co-CEO's separation and stock repurchase agreement, professional fees would have decreased to 3.8% of total revenues in fiscal 2024. ● General and administrative expenses in fiscal 2024 were $16,237,654, or 15.0% of total revenues, as compared to $16,112,243, or 16.8% of total revenues, in fiscal 2023.
The decrease was mainly driving by the one-time legal fees associated with our former Co-CEO's separation and stock repurchase agreement during the second quarter of fiscal 2024. ● General and administrative expenses in fiscal 2025 were $15,882,612, or 13.9% of total revenues, as compared to $16,237,654, or 15.0% of total revenues, in fiscal 2024.
The decrease is mainly driven by lower commissions paid. ● Employee costs decreased as a percentage of total segment operating revenues from 41.1% in fiscal 2023 to 39.7% in fiscal 2024.
The decrease is mainly driven by a focused effort to reduce spending within our broadband businesses. ● Employee costs as a percentage of total segment operating revenues decreased from 39.7% in fiscal 2024 to 35.3% in fiscal 2025.
Long-term debt included within our consolidated balance sheet as of December 31, 2024 consists of approximately $3,400,000 under BOB's credit facility, of which approximately $350,000 is classified as current. 56 Table of Contents 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 private placement warrants at a combined cost of approximately $7.8 million.
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 7,719,779 private placement warrants at a combined cost of approximately $7.8 million.
The increase in net cash provided by investing activities is primarily attributable to $60,818,906 in net proceeds from sales of investments mainly from the sale or maturity of U.S. Treasury securities and real estate investments within the 24th Street Funds and BFR Fund, which was partially offset by $32,201,191 in capital expenditures mainly within our broadband businesses.
During fiscal 2025, net cash used in investing activities is primarily attributable to $27,898,145 in capital expenditures, mainly within our 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, sale of real estate investments within BOAM, and sale of marketable equity securities.
The three operating subsidiaries which are the borrowers under the BOB Credit Agreement are FIF AireBeam LLC, FIF St. George, LLC, and FIF Utah LLC (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.
George, LLC and the Credit Agreement for FIF Utah, LLC. The three operating subsidiaries which are the borrowers under the BOB Credit Agreements are FIF AireBeam LLC, FIF St. George, LLC, and FIF Utah LLC (collectively, the “Borrowers”).
The decrease was mainly driven by lower commissions paid within other broadband costs of revenues as well as reduced maintenance costs and cell site rent related to our fixed wireless networks as a percentage of broadband revenues. ● Cost of insurance revenues increased as a percentage of insurance revenues from 38.5% in fiscal 2023 to 39.4% in fiscal 2024.
The decrease was mainly driven by lower other broadband cost of revenues and software costs as well as organic revenue growth within our broadband businesses. ● Cost of insurance revenues increased as a percentage of insurance revenues from 39.4% in fiscal 2024 to 53.0% in fiscal 2025.
The decrease is mainly driven by organic revenue growth withing our broadband businesses. ● General and administrative expenses decreased as a percentage of total segment operating revenues from 20.1% in fiscal 2023 to 19.0% in fiscal 2024.
The decrease is mainly driven by headcount reductions within our broadband businesses. ● Professional fees as a percentage of total segment operating revenues decreased from 2.2% in fiscal 2024 to 1.2% in fiscal 2025.
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. 52 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, which we refer to as the “2022 Shelf Registration Statement,” 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.
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 financings through our Link 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. 49 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 has now 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.
The decrease is mainly driven by reduced maintenance costs related to our fixed wireless networks. ● Other costs of revenues decreased as a percentage of total segment operating revenues from 6.7% in fiscal 2023 to 5.5% in fiscal 2024.
The increase is mainly driven by increased cell site circuit costs related to new project developments. ● Other costs of revenues as a percentage of total segment operating revenues decreased from 5.5% in fiscal 2024 to 5.1% in fiscal 2025.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 42 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 61 Item 8. Financial Statements and Supplementary Data. 61 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 61 Item 9A. Controls and Procedures. 62
Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 39 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 54 Item 8. Financial Statements and Supplementary Data. 54 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 54 Item 9A. Controls and Procedures. 54

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