Form 12b-25

Form 12b-25 is the notice a public company files with the SEC when it cannot file a periodic report, such as a 10-K, 10-Q, or 20-F, by its deadline. On EDGAR it appears as NT 10-K, NT 10-Q, or NT 20-F, where NT stands for notification of late filing. Filed on time, it buys a short grace period and requires the company to explain why the report is late.

For investors, an NT filing is an event in itself: a company that misses a scheduled report is telling the market something went wrong in its close process.

Full guide: SEC Filing Deadlines by Filer Status: The Calendar

Rule 12b-25 requires the form no later than one business day after the report's original due date. If the company states that the reason for the delay could not be eliminated without unreasonable effort or expense, the report is treated as timely as long as it is actually filed within the extension: 15 calendar days for an annual report on Form 10-K or 20-F, and 5 calendar days for a quarterly report on Form 10-Q. If the delay is caused by someone else, such as the auditor being unable to deliver its opinion, that person must sign a statement explaining why, attached as an exhibit.

Part III of the form requires a narrative of the reasons in reasonable detail, and Part IV asks whether the company expects a significant change in results compared with the same period a year earlier and, if so, for an explanation both in words and numbers. That Part IV answer can be the first public hint of a loss, an impairment, or a restatement.

The extension has limits. A report filed within the grace period counts as timely for Form S-3 eligibility, but the company cannot use registration forms that depend on timely filing until the report is actually filed. The form is not available when the only problem is a technical difficulty with electronic filing.