8-K
OLD MARKET CAPITAL Corp (OMCC)
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) September 8, 2025
OLD MARKET CAPITAL CORPORATION
(Exact name of registrant as specified in its Charter)
| Delaware | 0-26680 | 59-2506879 |
|---|---|---|
| (State or Other Jurisdiction of<br><br>Incorporation or Organization) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 1601 Dodge Street, Suite 3350<br><br>Omaha, Nebraska | 68102 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(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:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | OMCC | NASDAQ |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 8, 2025, the Board of Directors of Old Market Capital Corporation (the “Company”) approved an amendment to the Company’s Bylaws (“Amendment No. 1 to the Bylaws”) to change the Company’s fiscal year end from March 31 to December 31, effective as of October 1, 2025.
The foregoing description of Amendment No. 1 to the Bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of Amendment No. 1 to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
As a result of the change in the Company’s fiscal year end, the Company will file a transition report on Form 10-KT for the period from April 1, 2025 to December 31, 2025, which represents the transition period between the closing of the Company’s most recent fiscal year and the commencement of its newly adopted fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on September 8, 2025 and the stockholders voted as set forth below on the following proposals. Each of these proposals is described in detail in the Company's Proxy Statement as filed with the Securities and Exchange Commission on July 29, 2025. A total of 5,553,174 shares of the Company’s common stock, or 82.23% of the 6,753,625 shares entitled to vote, were represented in person or by proxy at the Annual Meeting of Stockholders.
Proposal No. 1 Election of Directors
The stockholders elected five directors with terms expiring at the 2026 Annual Meeting of Stockholders, based on the following voting results:
| Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| Mark R. Hutchins | 5,218,035 | 38,914 | 296,225 | |||
| Brendan J. Keating | 5,254,629 | 2,320 | 296,225 | |||
| Adam K. Peterson | 5,221,755 | 35,194 | 296,225 | |||
| Jeffrey C. Royal | 5,254,549 | 2,400 | 296,225 | |||
| Jeremy Q. Zhu | 4,920,306 | 336,643 | 296,225 |
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Forvis Mazars, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending March 31, 2026, based on the following voting results:
| Votes Cast For | Votes Cast Against | Number of Abstentions | |||
|---|---|---|---|---|---|
| 5,525,953 | 27,194 | 27 |
Proposal No. 3 Advisory Vote on Compensation of Named Executive Officers
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following voting results:
| Votes Cast For | Votes Cast Against | Number of Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 5,227,406 | 3,659 | 25,884 | 296,225 |
Item 9.01 Financial Statements and Exhibits
| (a) | Not applicable |
|---|---|
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | Exhibits: |
| Exhibit # | Description |
| --- | --- |
| 3.1 | Amendment No. 1 to the Bylaws of Nicholas Financial, Inc. |
| 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, hereunto duly authorized.
| OLD MARKET CAPITAL CORPORATION | ||
|---|---|---|
| (Registrant) | ||
| Date: September 11, 2025 | /s/ Charles Krebs | |
| Charles Krebs | ||
| Chief Financial Officer |
EX-3.1
Exhibit 3.1
AMENDMENT NO. 1 TO THE BYLAWS OF OLD MARKET CAPITAL CORPORATION (formerly known as Nicholas Financial, Inc.)
The Bylaws (the “Bylaws”) of Old Market Capital Corporation, a Delaware corporation formerly known as Nicholas Financial, Inc. (the “Company”), are hereby amended as detailed herein, effective as of October 1, 2025.
- Article 10 (Accounting Fiscal Year) of the Bylaws is hereby amended and restated in its entirety to read as follows:
“ARTICLE 10
ACCOUNTING FISCAL YEAR
The accounting year of the Corporation shall end on December 31, provided that if a different accounting year is at any time selected for purposes of federal income taxes, the accounting year shall be the year so selected.”
- Except as specifically amended herein, the Bylaws shall remain unchanged and in full force and effect.
The undersigned hereby certifies that he is a duly authorized officer of Old Market Capital Corporation, a Delaware corporation, and that the foregoing Amendment No. 1 to the Bylaws constitutes the entire amendment to the Bylaws as duly adopted by the Board of Directors on September 8, 2025.
Executed on September 8, 2025.
/s/ Charles Krebs
Charles Krebs
Chief Financial Officer
4914-7984-2408.1