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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 13, 2025
BUTLER NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Kansas
(State or Other Jurisdiction of Incorporation)
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| 0-1678 (Commission File Number) | 41-0834293 (IRS Employer Identification No.) | |
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| One Aero Plaza, New Century, Kansas (Address of Principal Executive Offices) | 66031 (Zip Code) | |
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913-780-9595
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
| None | None | None | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 8.01 | Other Events. |
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| On August 13, 2025, Butler National Corporation issued a press release reporting recent share repurchase activity and establishment of a new stock repurchase program. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K. |
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| Item 9.01 | Financial Statements and Exhibits |
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| Exhibit 99 | |
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| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| BUTLER NATIONAL CORPORATION
(Registrant) |
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August 13, 2025 Date | /s/ Christopher J. Reedy
Christopher J. Reedy
(Chief Executive Officer, President and Secretary) |
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| Exhibit 99 |
PRESS RELEASE
FOR IMMEDIATE RELEASE |
BUTLER NATIONAL CORPORATION REPURCHASES 2.41 MILLION SHARES
Corporation Establishes New Stock Repurchase Program and Closes 2016 Program
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New Century, Kansas, August 13, 2025 - Butler National Corporation (OTCQX: BUKS), a leader in the growing global market for aircraft modification, maintenance, repair and overhaul and a recognized provider of gaming management services, announces that the Company has repurchased 2.41 million of its outstanding shares of common stock since April 30, 2025. The average price paid per share repurchased since April 30, 2025 was $1.51.
As a result, the Company closed its 2016 Stock Repurchase Program and established a new $5 million 2025 Stock Repurchase Program that is authorized through April 2027. At current market prices, after giving effect to these recent transactions, this represents authorization to repurchase approximately 4.8% of 64,854,736 outstanding shares.
“The Butler National Board of Directors has made stock repurchases a priority. Management has worked diligently to repurchase Butler National common stock through private transactions when larger amounts of shares become available,” commented Jeffrey D. Yowell, Executive Chairman. “The new Stock Repurchase Program reflects the commitment of our Board of Directors to enhancing shareholder value and our confidence in Butler National’s long-term growth prospects,” concluded Mr. Yowell.
For the 2.41 million shares repurchased, as of the end of the first quarter on July 31, 2025, the Company had paid the sellers $2.9 million and had remaining payment obligations of $0.9 million due before December 31, 2025.
Under the program, Butler National Corporation plans to repurchase shares of its common stock in open market and privately negotiated transactions in accordance with federal securities laws. Management will determine the actual timing, number and value of the shares repurchased under the program, which will depend on a number of factors, including the price of the common stock, general market and economic conditions and applicable legal requirements.
About Butler National Corporation
Butler National Corporation operates in the Aerospace and Professional Services business segments. 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.
Additionally, we operate Federal Aviation Administration (the “FAA”) Repair Stations. Companies in Aerospace Products concentrate on products and services for Learjet, Textron Beechcraft, King Air, and Textron Cessna turboprop aircraft. Butler National-Tempe designs and manufactures robust electronic controls and cabling. The Professional Services segment includes the management of a gaming and the related dining and entertainment facility in Dodge City, Kansas. Boot Hill Casino and Resort features approximately 500 slot machines, 15 table games and a DraftKings branded sportsbook.
See our website: www.butlernational.com
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For investor information, contact:
David Drewitz, Investor Relations
972-814-5723
Or email:
Mackenzie Giller, Operations