{"url_path":"/sec/boc/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1494582/0001437749-26-017511-index.html","accession_number":"0001437749-26-017511","cik":"0001494582","ticker":"BOC","issuer_name":"BOSTON OMAHA Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1494582/0001437749-26-017511-index.html","primary_entity_key":"0001494582","primary_entity_name":"BOSTON OMAHA Corp"},"word_count":522,"has_tables":true,"body_markdown":"**ITEM 1.01**\n\n**ENTRY INTO A MATERIAL DEFINITIVE AGREMENT.**\n\n** **\n\n \n\n**Securities Purchase Agreement**\n\n \n\nOn May 18, 2026,  Boston Omaha Corporation, a Delaware corporation (“Boston Omaha”) and the other two equityholders (collectively, the “Sellers”) of General Indemnity Group, LLC, a Delaware corporation (“GIG”), and CopperPoint Insurance Company, an Arizona insurance company (“CopperPoint”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Securities Purchase Agreement, CopperPoint will acquire 100% of the equity interests in GIG.  GIG owns both BOSS Bonds Insurance Agency, Inc., a Delaware limited liability company (“BOSS”), and United Casualty and Surety Insurance Company, Inc., a Nebraska insurance company (“UCS”).   \n\n \n\nThe transaction is structured as an all-cash transaction with a purchase price of $84,308,757.68, in exchange for which CopperPoint will acquire 100% of the equity interests of GIG. Approximately 93% of the net sale proceeds will be distributed to Boston Omaha, with the remaining net sale proceeds payable to GIG’s senior management.  The purchase price is payable at the closing of the transaction, less expenses of the transaction, including investment banking, professional, and other costs of the transaction. A portion of the purchase price will be held in escrow for a period of two years from the closing of the transaction in accordance with the terms of an escrow agreement to be signed at closing, (the \"Escrow Agreement\").  CopperPoint's  recourse against the Sellers for post-closing indemnification claims is capped under the Securities Purchase Agreement at $5,250,000, subject to customary exceptions. There is no financing contingency.\n\n \n\nIn addition, immediately prior to the closing, and in addition to the cash payment at closing, GIG will return to Boston Omaha the 2,673,831 shares of Sky Harbour Class A common stock (NYSE:SKYH) held by UCS and distribute as a dividend the remaining $326,982 in cash received by GIG from the sale of its preferred stock position in Breezeway Homes, Inc. in January 2026.    \n\n \n\nThe parties have agreed to customary representations, warranties and covenants in the Securities Purchase Agreement, including, among others, covenants relating to (1) the parties  using commercially reasonable efforts to obtain the regulatory approvals required by applicable law, (2) non-solicitation by the Sellers of alternative acquisition proposals, (3) the conduct of GIG’s business during the period between the date of signing the Securities Purchase Agreement and the closing of the transaction, and (iv) certain non-competition, confidentiality and other customary restrictions on the Sellers post-closing.\n\n \n\nThe transaction has received approval from the Board of Directors of both Boston Omaha and CopperPoint and is expected to close in the second half of 2026 following receipt of all regulatory and other approvals required under the Securities Purchase Agreement.  No approval of the transaction is required by Boston Omaha's shareholders.\n\n \n\nThe  foregoing description of the Securities Purchase Agreement and the form of Escrow Agreement are not complete and are qualified in their entirety by reference to the full text of these agreements, copies of which are filed as Exhibits 2.1 and 2.2, respectively, to this current report on Form 8-K, and are incorporated in this Item 1.01 by reference."}