Filing Analysis
Butler National Corporation announced two significant contract extensions: a three-year renewal of sports wagering management with the Kansas Lottery and a ten-year extension of its agreement with DraftKings. These agreements secure the company's revenue streams from sports wagering operations in Kansas through at least 2037.
🚩 Red Flags
- Revenue share is subject to modification by the Kansas Lottery to comply with future legal requirements, creating regulatory uncertainty.
📋 Key Facts
- On August 17, 2026, subsidiaries entered a Renewal Contract with the Kansas Lottery.
- The Renewal Contract extends Boot Hill Casino's management of sports wagering operations for three years, starting September 1, 2027.
- Butler National Service Corporation (BSNC) will receive 90% of all sports wagering revenue generated by the contract, subject to regulatory modifications.
- The company announced an amended and extended agreement with DraftKings for online and mobile sports wagering for an additional ten-year term.
Butler National Corporation announced significant compensation adjustments and new employment agreements for Adam B. Sefchick, who is currently serving as Interim CEO, President, and CFO. The filing details salary increases, restricted stock grants, and the establishment of severance and change-in-control agreements.
🚩 Red Flags
- Increased executive compensation and retention incentives during an interim leadership period may indicate instability or difficulty attracting permanent talent.
- Significant 'Change in Control' protections suggest the company may be preparing for or anticipating a takeover/merger.
📋 Key Facts
- Adam B. Sefchick's annual base salary increased from $290,000 to $302,000 for FY 2027.
- Annual cash bonus target increased from $60,000 to $70,000 (max $110,000).
- Grant of 20,222 shares of restricted stock valued at $100,000 with a three-year pro-rata vesting schedule.
- Interim CEO duties include an additional $10,000 monthly stipend and a $25,000 bonus upon onboarding a new permanent CEO.
- New severance agreement provides 12 months of base salary if terminated without cause.
- Change in control agreement provides 1.5x highest compensation (salary + bonus) if triggered by a change in control followed by termination or resignation for good reason.
Butler National Corporation filed an 8-K to announce its financial results for the fiscal year ended April 30, 2026. The filing includes a press release as Exhibit 99.
📋 Key Facts
- Report date: July 8, 2026
- Fiscal year end reported: April 30, 2026
- The company issued a press release regarding financial results via Item 2.02
- Adam B. Sefchick signed as Interim CEO, President, and CFO
Butler National Corporation filed an 8-K to announce its financial results for the quarter ended October 31, 2025. The filing serves as a formal announcement of the earnings release via Exhibit 99.
📋 Key Facts
- The company announced financial results for the quarter ending October 31, 2025.
- Results were released via press release on December 11, 2025.
- CEO Christopher J. Reedy signed the report.
Butler National Corporation held its Annual Meeting of Shareholders on October 1, 2025. The meeting resulted in the election of Christopher J. Reedy to the Board of Directors and the ratification of RBSM LLP as independent auditors.
📋 Key Facts
- Annual Meeting held on October 1, 2025.
- Quorum reached with 51,715,573 shares (approx. 79.7% of outstanding shares) present in person or by proxy.
- Christopher J. Reedy elected to the Board for a two-year term expiring in 2027 (received 38,036,803 'For' votes).
- RBSM LLP ratified as independent registered public accounting firm for fiscal year 2026.
- Shareholders approved executive compensation on an advisory basis.
Butler National Corporation filed an 8-K to furnish an investor presentation intended for its 2025 Annual Meeting of Shareholders. The filing contains no material changes to operations, finances, or corporate governance.
📋 Key Facts
- The company held/is holding its 2025 Annual Meeting of Shareholders on October 1, 2025.
- An Investor Presentation was furnished as Exhibit 99.1.
- The information in the presentation is considered 'furnished' rather than 'filed' for purposes of the Securities Exchange Act.
Butler National Corporation filed an 8-K to announce its quarterly financial results for the period ended July 31, 2025. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Report date: September 11, 2025
- Quarterly results announced for the period ending July 31, 2025
- Financial results were released via a press release (Exhibit 99)
Butler National Corporation issued an 8-K to announce recent share repurchase activity and the establishment of a new stock repurchase program.
📋 Key Facts
- Company announced a new stock repurchase program on August 13, 2025.
- The filing reports recent share repurchase activity conducted by the company.
- A press release was issued as Exhibit 99.1 to provide further details.
Butler National Corporation announced several governance and compensation changes, including the retirement of a director, the appointment of an Audit Committee Chair, and updated compensation/severance agreements for CEO Christopher J. Reedy.
🚩 Red Flags
- Reduction in Board size (from an unspecified number down to five) can sometimes indicate restructuring or cost-cutting measures.
📋 Key Facts
- Director David B. Hayden retired from the Board on July 11, 2025; no disagreement with the company was noted.
- Julie M. Bowen appointed as Chair of the Audit Committee (qualified Financial Expert).
- The number of director positions was reduced to five effective July 17, 2025.
- CEO Christopher J. Reedy's base salary for FY2026 will decrease from $580,000 to $565,000, while his cash bonus target increases from $215,000 to $235,000.
- A restricted stock award of $135,000 was granted to Mr. Reedy, vesting July 21, 2027.
- New severance and change in control agreements were executed for the CEO.
Butler National Corporation announced the immediate resignation of John M. Edgar from its Board of Directors on July 3, 2025.
📋 Key Facts
- John M. Edgar resigned from the Board of Directors effective immediately on July 3, 2025.
- The departure was reported via an 8-K filing under Item 5.02.
Butler National Corporation issued an 8-K to announce its financial results for the fiscal year ended April 30, 2025. The filing serves as a formal announcement of the release of the company's annual performance data.
📋 Key Facts
- Announced financial results for the fiscal year ended April 30, 2025.
- The report was filed on July 3, 2025.
- Financial results were released via press release (Exhibit 99).
Butler National Corporation appointed Adam B. Sefchick as Chief Financial Officer, effective May 14, 2025. This appointment follows the conclusion of a contract relationship with Mickie Lamphere.
🚩 Red Flags
- The filing notes that Mickie Lamphere was no longer the principal financial officer as of May 13, 2024, suggesting a potential delay in reporting or a transition from contract-based to permanent leadership.
📋 Key Facts
- Adam B. Sefchick appointed CFO/Principal Financial Officer/Principal Accounting Officer effective May 14, 2025.
- Sefchick's compensation includes a $290,000 annual base salary and a $60,000 target cash bonus based on revenue, operating income, and non-financial goals.
- A restricted stock award of $75,000 was granted to Sefchick, vesting in three equal installments from May 2026 to May 2028.
- Mickie Lamphere's contract relationship (previously through Morgan Hunter) concluded on May 13, 2024.
Butler National Corporation announced an internal reorganization of its sales team and reporting structure effective May 1, 2025. As part of this restructuring, the company eliminated the Vice President & Director of Sales position and terminated Joe Aric Peters.
🚩 Red Flags
- Elimination of a key sales leadership role (VP & Director of Sales) may indicate strategic shifts or internal friction.
📋 Key Facts
- Internal reorganization of the sales team and reporting structure completed on May 1, 2025.
- Elimination of the BNC Vice President & Director of Sales position.
- Termination of employment for Joe Aric Peters effective May 1, 2025.
Butler National Corporation announced the expansion of its Board of Directors from 6 to 7 members with the appointment of Julie M. Bowen. Ms. Bowen, a CPA and experienced CFO, will serve as an independent director and an audit committee financial expert.
📋 Key Facts
- Board size increased from 6 to 7 positions on April 11, 2025.
- Julie M. Bowen appointed as a Class II Director and Audit Committee member.
- Ms. Bowen is qualified as an 'audit committee financial expert' under SEC rules.
- Compensation for Ms. Bowen: $10,000 cash and $12,500 in Company common stock per quarter.
- Ms. Bowen has a background as CFO at Legacy Infrastructure Group and former Audit Senior Associate at KPMG.
Butler National Corporation filed an 8-K to announce its third quarter fiscal year 2025 financial results for the period ending January 31, 2025. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Reporting date: March 14, 2025
- Fiscal period covered: Third quarter ending January 31, 2025
- The company issued a press release (Exhibit 99) containing the financial results.
- Signed by Christopher J. Reedy (CEO/President) and Mickie Lamphere (Interim CFO).
Butler National Corporation has appointed Mickie Lamphere as Interim Chief Financial Officer, effective March 13, 2025. Ms. Lamphere is being provided through an executive services firm, Morgan Hunter.
🚩 Red Flags
- Use of an interim CFO via an external agency often suggests sudden vacancy or internal instability in the finance department.
- Weekly fee structure ($7,000/week) indicates a temporary/contractual arrangement rather than a permanent hire.
📋 Key Facts
- Mickie Lamphere appointed as Interim CFO, Principal Financial Officer, and Principal Accounting Officer.
- Effective date: March 13, 2025.
- The appointment is via an agreement with Morgan Hunter, an executive services firm.
- The Company will pay Morgan Hunter a fee of $7,000 per week for these services.
- Ms. Lamphere is a CPA with over 30 years of experience, including previous roles at ICOP Digital and Hooper Holmes.
Butler National Corporation has restructured its Board leadership, appointing Director Jeffrey D. Yowell as Executive Chairman and Joseph P. Daly as Lead Independent Director. This change results in the removal of Christopher J. Reedy from his role as Chairman.
🚩 Red Flags
- Loss of independence: The appointment of an Executive Chairman who receives significant additional compensation ($160,000/year) often results in a loss of director independence.
- Governance shift: The removal of the current Chairman and the creation of an Executive Chairman role can signal internal power shifts or strategic pivots.
📋 Key Facts
- Jeffrey D. Yowell appointed as Executive Chairman on January 13, 2025.
- Mr. Yowell will receive an additional $160,000 per year in compensation for this role.
- The Board determined Mr. Yowell no longer qualifies as an independent director due to his new responsibilities.
- Joseph P. Daly elected as Lead Independent Director.
- Christopher J. Reedy is no longer the Chairman of the Board.
Butler National Corporation has adopted a new 2025 Annual Cash Bonus Plan and updated compensation structures for its CEO, Christopher J. Reedy, and Joe A. Peters. The updates include salary reductions for both executives and the implementation of new severance and change-in-control agreements.
🚩 Red Flags
- Decrease in base salaries for both the CEO and another key officer may indicate cost-cutting measures or internal restructuring.
- Significant 'Change in Control' payouts (2x compensation) could potentially incentivize management to seek a sale that might not be optimal for shareholders.
📋 Key Facts
- Adopted the 2025 Annual Cash Bonus Plan on January 7, 2025.
- Christopher J. Reedy's annual base salary decreased from $595,000 to $580,000; bonus target is $215,000 based on revenue, operating income, and non-financial goals.
- Joe A. Peters' annual base salary decreased from $610,000 to $538,667; bonus target is $169,000 based on similar performance metrics.
- Restricted stock awards were granted: $135,000 for Mr. Reedy and $15,000 for Mr. Peters, vesting fully on January 7, 2027.
- New severance agreements provide 12 months of base salary if terminated without cause.
- Change in control agreements provide a lump sum equal to two times highest compensation (salary + bonus) under specific termination/resignation conditions following a change of control.
Butler National Corporation announced the termination of its Chief Financial Officer and Secretary, Tad M. McMahon, effective January 2, 2025.
🚩 Red Flags
- Sudden termination of the Chief Financial Officer (CFO) can sometimes indicate internal disagreements or financial irregularities, though no specific reason for departure was provided in this filing.
📋 Key Facts
- Tad M. McMahon has been terminated from his role as CFO and Secretary.
- The departure is effective as of January 2, 2025.
- The filing was signed by CEO Christopher J. Reedy on January 3, 2025.
Butler National Corporation filed an 8-K to announce its financial results for the second quarter of fiscal year 2025, which ended on October 31, 2024.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings (Item 2.02).
- Reporting period: Second Quarter of Fiscal Year 2025 ending October 31, 2024.
- The report was filed on December 6, 2024.
- Financial results were released via a press release attached as Exhibit 99.
Butler National Corporation shareholders approved several key amendments, most notably the authorization for the Board to execute a reverse stock split and reduce authorized common stock. The company also declassified its Board of Directors and increased its stock repurchase program by $2 million.
🚩 Red Flags
- Approval of a reverse stock split is often used to maintain exchange listing requirements or combat low share prices, which can be a sign of capital distress or downward price momentum.
- Reduction of authorized common stock from 100M to 50M shares accompanying the split authorization.
📋 Key Facts
- Shareholders approved an amendment allowing the Board to effectuate a reverse stock split prior to the 2025 Annual Meeting.
- Authorized common stock will be reduced from 100,000,000 to 50,000,000 shares upon implementation of the split/reduction.
- The Board was declassified; all directors will be elected annually starting in 2027.
- Stock repurchase program increased by $2 million, bringing total authorized from $9 million to $11 million.
- RBSM LLP ratified as independent registered accountant for fiscal year 2025.
Butler National Corporation has entered into an amendment to its Rights Agreement with UMB Bank, N.A., which accelerates the expiration of preferred share purchase rights to October 29, 2024. This action effectively terminates the existing rights distributed to common stock holders.
🚩 Red Flags
- Termination/expiration of preferred share purchase rights may impact capital structure or future financing capabilities.
- The filing involves multiple items (1.01, 1.02, 3.03), which is a red flag escalator for complexity.
📋 Key Facts
- Amendment Two to the Rights Agreement was entered into on October 29, 2024.
- The amendment accelerates the 'Final Expiration Date' of preferred share purchase rights to October 29, 2024.
- All Rights distributed to holders of common stock have expired as of the termination of the agreement.
- The company intends to deliver an investor presentation at its 2024 Annual Meeting of Shareholders on October 30, 2024.
Butler National Corporation filed an 8-K to announce its financial results for the first quarter of fiscal year 2025, which ended on July 31, 2024.
📋 Key Facts
- Report date: September 13, 2024
- Reporting period: First quarter fiscal year 2025 ending July 31, 2024
- The filing includes a press release (Exhibit 99) regarding financial results.
- Signed by Christopher J. Reedy (CEO/President) and Tad M. McMahon (CFO/Secretary).
Butler National Corporation announced several leadership changes, including the appointment of Christopher J. Reedy as Chairman and Jeffrey D. Yowell as Lead Independent Director. The former Chairman will remain on the Board until the 2024 annual meeting.
📋 Key Facts
- Christopher J. Reedy appointed as Chairman effective August 16, 2024.
- Jeffrey D. Yowell elected as Lead Independent Director and Chairman of the Compensation Committee.
- Former Chairman Mr. Wagoner will remain on the Board until the 2024 annual meeting of stockholders.
- The Board approved a reduction in size from seven to six director positions, effective after the 2024 annual meeting.
- Bylaws amended to change voting standards for uncontested elections from plurality to majority voting.
Butler National Corporation announced the appointment of Lieutenant General (Ret) Michael A. Loh to its Board of Directors and the Nominating and Governance Committee, effective August 5, 2024.
📋 Key Facts
- Michael A. Loh appointed as a director on August 5, 2024.
- Loh is designated as an independent director.
- Loh will serve the remainder of the term previously held by Mr. Peters (Class II).
- Loh has been appointed to the Nominating and Governance Committee.
- Loh's background includes 40 years in the US Air Force and current role as a United Airlines Captain.
Joe Aric Peters has resigned from the Board of Directors of Butler National Corporation, effective July 26, 2024. The filing notes that the resignation is not due to any disagreement with the company's operations or policies.
📋 Key Facts
- Effective date of resignation: July 26, 2024
- Individual: Joe Aric Peters
- Nature of departure: Resignation from the Board of Directors
- Retention status: Mr. Peters will remain with the Company as an Executive Officer
- Reason for departure: No disagreement with the Company's operations, policies, or practices
Butler National Corporation filed an 8-K to announce its financial results for the fiscal year ended April 30, 2024. The filing serves as a formal announcement of the earnings release via Exhibit 99.
📋 Key Facts
- Report date: July 23, 2024
- Fiscal year end reported: April 30, 2024
- The company issued a press release regarding financial results as an exhibit (Exhibit 99).
Butler National Corporation announced its transition from the OTCQB Venture Market to the OTCQX Best Market, effective May 15, 2024. This move represents an upgrade in the company's trading tier on the OTC Markets.
📋 Key Facts
- Company moved from OTCQB Venture Market to OTCQX Best Market.
- Effective date of transition: May 15, 2024.
- Ticker symbol 'BUKS' remains unchanged.
- The announcement was made via a press release furnished as Exhibit 99.
Butler National Corporation completed the sale of two commercial properties in Olathe, Kansas, resulting in a total gain of $1.5 million.
📋 Key Facts
- Sold former Corporate Office at 19920 W. 161st Street for $1.0 million net proceeds.
- Sold adjacent building/warehouse at 19930 W. 161st Street for $1.1 million net proceeds.
- Total gross proceeds from the two properties were $2.1 million.
- The properties had an existing lien of approximately $376,000.
- The transaction resulted in a realized gain of $1.5 million to the Corporation.
Butler National Corporation filed an 8-K to announce its third quarter fiscal year 2024 financial results for the period ending January 31, 2024. The filing serves as a formal announcement of earnings via a press release.
📋 Key Facts
- Reporting Period: Third quarter fiscal year 2024 ended January 31, 2024.
- Filing Date: March 15, 2024.
- Content: Announcement of financial results via press release (Exhibit 99).
- Signatories: Christopher J. Reedy (CEO) and Tad M. McMahon (CFO).
Butler National Corporation announced the resignation of Director Bradley Hoffman and a subsequent expansion of its Board of Directors to seven members. The board appointed Joseph P. Daly, Jeffrey D. Yowell, and CEO Christopher J. Reedy to fill various director positions.
🚩 Red Flags
- Related-party transaction potential: Joseph P. Daly, a newly appointed director, holds a significant ownership stake (>10%) in the company.
📋 Key Facts
- Bradley Hoffman resigned from the Board effective February 10, 2024; resignation was not due to any disagreement with the Company.
- The Board increased its size from 5 directors to 7 directors.
- Joseph P. Daly (CEO of Essig Research, Inc.) and Jeffrey D. Yowell were appointed as new independent directors.
- Christopher J. Reedy (current CEO) was appointed to fill the vacancy left by Hoffman's resignation.
- Joseph P. Daly owns more than 10% of the Company’s outstanding shares.