BUKS

MKT CAP $313.5MP/E 13.6DIV YIELD —FCF YIELD 2.78%REV TTM —NET INCOME $23.5M +68.1%NET CASH $5.8M52W 2.25 – 5.18NEXT EARNINGS Dec 11 EST.SEC XBRL · TTM TO Invalid Date

How BUKS rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

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These risks, uncertainties and other factors include those set forth in Item 1A (Risk Factors) of this Annual Report on Form 10-K, including the following factors: • customer concentration risk; • dependence on government spending; • government shutdown; • industry specific business cycles; • regulatory hurdles in the launch of new products; • loss of key personnel, including executive officers; • the geographic location of our casino; • fixed-price contracts; • international sales; • changing U.S. trade policy and impacts of tariffs; • need to acquire hangar space for substantial growth; • future acquisitions; • supply chain and labor issues; • customer demand; • insurance costs and insufficient insurance for aircraft modifications; • cyber security threats; • fraud, theft and cheating at our casino; • dependence on third-party platforms to offer sports wagering; • outside factors influence the profitability of sports wagering and legacy gaming; • change of control restrictions; • significant and expensive governmental regulation across our industries; • U.S.
Government action with respect to contracts; • failure by the corporation or its stockholders to maintain applicable gaming licenses; • evolving political and legislative initiatives in gaming; • extensive and increasing taxation of gaming revenues; • changes in regulations of financial reporting; • the availability of financing; • potential impairment losses; • marketability restrictions of our common stock; • the possibility of a reverse-stock split; • market competition by larger competitors; • acts of terrorism and war; • climate change, inclement weather and natural disasters; • rising inflation; • failure of risk management; and • effectiveness of internal controls.
Except as expressly required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report.
The Aerospace Products segment includes the design, manufacture, sale and service of structural modifications, design, integration and installation of electronic equipment, systems and technologies that enhance aircraft operations, and the design, manufacture and sale of commercial controls, cabling and defense related articles.
Companies in Aerospace Products perform modifications in the aviation industry including: • Aerial photograph capabilities • Extended range fuel tanks • Aerodynamic improvements • Radar systems • Avionics systems • ISR – Intelligence Surveillance Reconnaissance • Cargo or expanded-sized doors • Special mission modifications • Search and rescue • Target towing capability • Airborne research capability • Electrical systems integration Special Mission Electronics.
Our diversification into the integration business requires the supply of complex sensors from global manufacturers.
We rely upon these sensor suppliers to complete our customer integration contracts.
Backlog Our backlog as of April 30, 20 26 and 2025 was as follows: Industry Segment (in thousands) 2026 2025 Aerospace Products $ 47,059 $ 33,611 Professional Services - - Total backlog $ 47,059 $ 33,611 The backlog includes orders with signed contracts which may not be completed within the next fiscal year.
Dependence on Significant Customers During the fiscal year ended April 30, 2026 we derived 39.1% of our revenue from five customers, and we had two “major customers” (10 percent or more of consolidated revenue) that provided 29.9% of total revenue.
During the fiscal year ended April 30, 2025, we derived 25.4% of our revenue from five customers, and we had one major customer that provided 14.8% of total revenue.
At April 30, 2026 and 2025, we had one customer that accounted for 22.7% an d 32.4%, respectively, of our total accounts receivable.
Competition in the aerospace business extends not only to customers, but also to experienced talent that is in high demand.
We also compete with other non-gaming resorts and vacation destinations, various other entertainment businesses, and other forms of gaming, such as state lotteries, on-track and off-track wagering, third party online sports betting platforms and other mobile-based gaming platforms, prediction markets and other event contracts related to sports or other future outcomes, video lottery terminals, gray gaming machines and card parlors.
Our aerospace products and modifications are primarily regulated under the FAA’s supplemental type certificate (“STC”) and parts manufacturer approval (“PMA”) frameworks, and our maintenance and repair activities are conducted through FAA-approved repair stations operating under applicable FAA regulations.
Our contracts with the U.S. government and contracts in which we serve as a subcontractor to a prime government contractor are subject to the Federal Acquisition Regulation (“FAR”) and related agency supplements, which govern pricing, cost allowability, audit rights, and contractor conduct.
Costs incurred under our government contracts may be subject to audit by the Defense Contract Audit Agency or other government agencies, and adjustments to contract pricing may result from such audits.
The U.S. government generally retains the right to terminate its contracts with us, in whole or in part, for convenience or for default.
In the event of termination for convenience, we would generally be entitled to recover costs incurred plus a reasonable profit on work performed, but not anticipated profits on unperformed work.
We may also be subject to stop-work orders, which could result in additional costs that may not be fully recoverable.
Non-compliance with applicable government contracting laws and regulations may subject contractors to civil or criminal penalties, contract termination, suspension, or debarment from participation in future government contracts.
Authorities have broad discretion and may require any beneficial holder of our securities directly or indirectly owning five percent (5%) of the ownership interest to file an application, make personal or confidential disclosures, be investigated, and be subject to a determination of suitability.
Human Capital Resources Other than persons employed by our gaming management subsidiaries, there were 158 full-time and 6 pa rt-time employees on April 30, 2026 compared to 144 full-time and 3 part-time employees on April 30, 2025 .
As of June 26 , 2026, staffing was 167 full-time and 8 part-time employees.
Our staffing at Boot Hill Casino on April 30, 2026 was 184 full-time and 45 part-time employees and 192 full-time employees and 44 part-time employees on April 30, 2025 .
As of June 26 , 2026 our staffing at Boot Hill Casino was 183 full-time employees and 44 part-time employees.
Each leader of an operating subsidiary, reporting to our Interim Chief Executive Officer and President, is responsible for developing and executing our human capital strategy.
Executive Officers of the Registrant Currently, our sole executive officer is Adam Sefchick, age 48, who serves as Interim Chief Executive Officer and President, and Chief Financial Officer.
Sefchick was appointed our Interim Chief Executive Officer and President on June 15, 2026 following the resignation from such position by Christopher J.
Reedy has agreed to remain employed by the Company in a non-executive role as Special Advisor to the Board of Directors of Butler National Corporation until he retires from the Company effective July 1, 2027.
Sefchick was appointed Vice President and Chief Financial Officer of the Company in May 2025.
Sefchick served as Chief Accounting Officer at Jack Cooper Investments, Inc., a specialty transportation and logistics provider, from 2015 to 2025.
Sefchick currently serves as an “executive officer” of the Company pursuant to Exchange Act Rule 3b-7.
RISK FACTORS The following statements on risk factors contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
During the fiscal year ended April 30, 2026, we derived 39.1% of our revenue from five customers, and we had two “major customers” (10 percent or more of consolidated revenue) that provided 29.9% of total revenue.
At April 30, 2026 and 2025, we had one customer that accounted for 22.7% and 32.4%, respectively, of our total accounts receivable.
If the flow of United States government support for international programs were to decrease, it would have a detrimental impact on our business.
Additionally, the outbreak of hostilities or war involving the United States or friendly foreign countries with governments that are our customers may shift expenditures by such governments from purchases of our special mission electronics to direct military equipment.
A change of these expenditures in this manner would have a detrimental impact on our business.
Similarly, the availability of aircraft from manufacturers, or availability of used aircraft for sale, has an impact on the orders received from customers requiring new or used aircraft, as applicable.
We rely on highly skilled personnel, including our executive officers and, if we are unable to retain or motivate key personnel or hire qualified personnel, our results of operations could be impacted.

and 80 more.

Gone since FY2025

These risks, uncertainties and other factors include those set forth in Item 1A (Risk Factors) of this Annual Report on Form 10-K, including the following factors: • customer concentration risk; • dependence on government spending; • industry specific business cycles; • regulatory hurdles in the launch of new products; • loss of key personnel; • the geographic location of our casino; • fixed-price contracts; • international sales; • changing U.S. trade policy and impacts of tariffs; • future acquisitions; • supply chain and labor issues; • customer demand; • insurance costs and insufficient insurance for aircraft modifications; • cyber security threats; • fraud, theft and cheating at our casino; • dependence on third-party platforms to offer sports wagering; • outside factors influence the profitability of sports wagering and legacy gaming; • change of control restrictions; • significant and expensive governmental regulation across our industries; • failure by the corporation or its stockholders to maintain applicable gaming licenses; • evolving political and legislative initiatives in gaming; • extensive and increasing taxation of gaming revenues; • changes in regulations of financial reporting; • the stability of economic markets; • potential impairment losses; • marketability restrictions of our common stock; • the possibility of a reverse-stock split; • market competition by larger competitors; • acts of terrorism and war; • climate change, inclement weather and natural disasters; and • rising inflation.
The Aerospace Products segment includes the design, manufacture, sale and service of structural modifications, design, integration and installation of electronic equipment, systems and technologies that enhance aircraft operations, and the design, manufacture and sale of defense related articles.
Companies in Aerospace Products perform modifications in the aviation industry including: • Aerial photograph capabilities • Extended range fuel tanks • Aerodynamic improvements • Radar systems • Avionics systems • ISR – Intelligence Surveillance Reconnaissance • Cargo or expanded-sized doors • Special mission modifications • Search and rescue • Target towing capability • Airborne research capability • Traffic collision avoidance systems Special Mission Electronics.
Prior to its closure in January 2024, a subsidiary of the Company provided licensed architectural services, including commercial and industrial building design as part of the Professional Services segment.
Backlog Our backlog as of April 30, 20 25 and 2024 was as follows: Industry Segment (in thousands) 2025 2024 Aerospace Products $ 33,611 $ 30,265 Professional Services - - Total backlog $ 33,611 $ 30,265 Our backlog as o f June 23, 2025, totale d 28,859 fo r Aerospace Products.
The backlog includes orders with signed contracts which may not be completed within the next fiscal year.
Dependence on Significant Customers During the fiscal year ending April 30, 2025 we derived 25.4 % of our revenue from five customers, and we had one "major customer" (10 percent or more of consolidated revenue) that provided 14.8 % of total r evenue.
During the fiscal year ending April 30, 2024, we derived 28.5% of our revenue from five customers, and we had one major customer that provided 15.2% of total r evenue.
At April 30, 2025 and 2024, we had one customer that accounted for 32.4 % and 42.5%, respectively, of our total accounts receivable.
Competition in the aerospace business is not for only customers, but also for experienced talent in high demand.
We also compete with other non-gaming resorts and vacation destinations, various other entertainment businesses, and other forms of gaming, such as state lotteries, on-track and off-track wagering, online sports betting platforms, video lottery terminals, gray gaming machines and card parlors.
Authorities have broad discretion and may require any beneficial holder of our securities directly or indirectly owing five percent 5% of the ownership interest to file an application, make personal or confidential disclosures, be investigated, and be subject to a determination of suitability.
Human Capital Resources Other than persons employed by our gaming management subsidiaries there were 144 full time and 3 part time employees on April 30, 2025 compared to 133 full time and 2 part time employees on April 30, 2024 .
As of June 23, 2025, staffing was 151 full time and 4 part time employees.
Our staffing at Boot Hill Casino on April 30, 2025 was 192 full time and 44 part time employees and 196 full time employees and 48 part time employees on April 30, 2024 .
As of June 23, 2025 our staffing at Boot Hill Casino was 195 full time employees and 46 part time employees.
Each leader of an operating subsidiary, reporting to our President and Chief Executive Officer, is responsible for developing and executing our human capital strategy.
Executive Officers of the Registrant Our executive officers are: Name Age Position Christopher J.
Reedy (a) 59 President, Chief Executive Officer and Secretary.
Adam Sefchick (b) 47 Vice President and Chief Financial Officer. a.
Reedy was appointed President, Chief Executive Officer and Secretary in January 2025.
Reedy previously served as President and Chief Executive Officer from May 2023 to January 2025.
Reedy served as Chief Operating Officer and Secretary from January 2023 to May 2023 and as Vice President and Secretary from 2005 to January 2023. b.
Sefchick was appointed Vice President and Chief Financial Officer in May 2025.
Sefchick served as Chief Accounting Officer during his employment at Jack Cooper Investments, Inc., a specialty transportation and logistics provider from 2015 to 2025.
All of the officers of the Company are subject to an employment agreement with the Company.
The Company has two “executive officers” pursuant to Exchange Act Rule 3b-7.
RISK FACTORS The following statements on risk factors contain “forward-looking statements” within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended.
During the fiscal year ending April 30, 2025, we derived 25.4 % of our revenue from five customers, and we had one "major customer" (10 percent or more of consolidated revenue) that provided 14.8 % of total revenue.
If the flow of United States support globally would decrease, it would have a detrimental impact.
Similarly, the availability of aircraft from manufacturers has an impact on the orders received from customers requiring new aircraft.
We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, our results of operations could be impacted.
The continued success of our gaming business depends upon our recruitment and retention of experienced personnel in the technology industry.
The Company does not have employment contracts with our executive officers.
Several of the tasks each of our executive officers perform lack redundancy.
The departure, death or disability of any one of our executive officers or other extended or permanent loss of any of their services, or any negative industry perception with respect to any of them or their loss, could have a material adverse effect on our business.
Our success depends heavily upon the continued contributions of these key persons, whose knowledge, leadership and technical expertise would be difficult to replace, and on our ability to attract and retain experienced professional staff.
The unexpected loss of services of any of our key personnel, or our failure to manage executive succession successfully, may have a material adverse effect on the Company’s financial condition, results of operations, liquidity and cash flows.
Consequently, a significant portion of our gaming business is dependent upon attracting local residents, for both patronage and employees, as well as out of town visitors and is subject to the general economic health of the region around Dodge City.
As a result, changes in the economic climate, weather patterns, the availability of rural medical care, and market fluctuations for agricultural and petroleum products could cause our customers to see a decrease in discretionary income which may negatively impact our revenues from gaming.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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