8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) December 10, 2025

OLD MARKET CAPITAL CORPORATION

(Exact name of registrant as specified in its Charter)

(531) 867-3631

(Registrant’s telephone number, Including area code)

Not applicable

(Former name, former address and former fiscal year, 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):

☐         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:

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. ☐

Item 8.01         Other Events

On December 10, 2025, Old Market Capital Corporation (the "Company") issued a press release announcing that its Board of Directors has approved a share repurchase program under which the Company is authorized to repurchase shares of the Company’s currently issued and outstanding common stock from time to time with an aggregate purchase price of up to $7 million. The repurchase program does not have an expiration date. The timing and actual number of shares repurchased will depend on a variety of factors, including without limitation the share price, business and market conditions, regulatory requirements and other factors. Share repurchases under the repurchase program may be made in the open market, in privately negotiated transactions, or by other methods. The repurchase program does not obligate the Company to purchase any particular number of shares, and it may be modified, suspended or terminated at any time.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01         Financial Statements and Exhibits

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, hereunto duly authorized.

ex_897690.htm

Exhibit 99.1

Old Market Capital Announces $7 Million Share Repurchase Program

December 10, 2025 – Omaha, Nebraska – Old Market Capital Corporation (NASDAQ: OMCC) (the "Company", “we”, “our”) announced that its Board of Directors has approved a share repurchase program under which the Company is authorized to repurchase shares of the Company’s currently issued and outstanding common stock from time to time with an aggregate purchase price of up to $7 million. The repurchase program does not have an expiration date.

The timing and actual number of shares repurchased will depend on a variety of factors, including without limitation the share price, business and market conditions, regulatory requirements and other factors. Share repurchases under the repurchase program may be made in the open market, in privately negotiated transactions, or by other methods. The repurchase program does not obligate the Company to purchase any particular number of shares, and it may be modified, suspended or terminated at any time.

Stockholders who are interested in selling shares may contact our investor relations department.

Old Market Capital Corporation (f/k/a Nicholas Financial, Inc.) was previously a specialized consumer finance company. The Company restructured its operations in 2024 and now operates as a holding company which has a controlling interest in a broadband company, Amplex Electric, Inc., and seeks to pursue additional controlling interests in other companies and sectors yet to be determined. For an index of Old Market Capital’s news releases or to obtain a specific release, please visit our company’s website at, www.oldmarketcapital.com.

Cautionary Note regarding Forward-Looking Statements

This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, that represent the Company’s current expectations or beliefs concerning future events. Statements other than those of historical fact, as well as those identified by words such as “anticipate,” “estimate,” intend,” “plan,” “expect,” “project,” "explore" “believe,” “may,” “will,” “should,” “would,” “could,” “probable” and any variation of the foregoing and similar expressions are forward-looking statements. These statements, which include statements regarding the exploration of opportunities to allocate capital to increase shareholder returns, are inherently uncertain and subject to certain risks, uncertainties and assumptions that may cause results to differ materially from those expressed or implied in forward-looking statements.