What Is SEC Form 12b-25?

SEC Form 12b-25 is a filing with the Securities and Exchange Commission (SEC), also known as the Notification of Late Filing. It is used when a company anticipates that other key filings, such as the quarterly financial results, will not be completed by their deadline.

By filing Form 12b-25 in a timely manner, a company may avoid further penalties associated with failing to file various required forms. Included on the form is a description of why the late filing is taking place and whether or not the company expects any major surprises compared to its prior year's filing of the required form.

Key Takeaways

  • SEC Form 12b-25 is a form that companies file with the Securities and Exchange Commission when they will miss a filing deadline.
  • Included in the form is the reason for the late filing and any other possible surprises compared to its prior year's filing.
  • SEC Form 12b-25 is required if publicly-traded companies will miss their quarterly (10-Q) and annual (10-K) financial reports.

How SEC Form 12b-25 Works

The SEC requires companies to report periodically about their financial performance so investors can be made aware of how the company's financial condition. Investors that want to buy equity shares or corporate bonds of a publicly-traded company typically analyze the company's quarterly (10-Q) and annual (10-K) financial statement reports. The SEC helps to facilitate proper disclosure of financial information that's consistent with all publicly-traded companies. As a result, companies must report their financial results in a specific format, and by specific deadlines throughout the year. If a company cannot meet a deadline, it would file Form 12B-25.

When filing the Notification of Late Filing, the registered firm must provide details including whether “all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months” or for a shorter period have been filed as required. The filing of SEC Form 12b-25 provides an extension of 5 or 15 calendar days, depending on the related form.

The filer is also required to report if it is “anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report.” If so, the filer is required to attach “an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.”

The SEC Form 12b-25 must be signed by an executive officer of the registrant or by any other duly authorized representative and is typically filed electronically using the SEC’s EDGAR system.

Other Filings that Require SEC Form 12b-25

There are several other forms and reports that are required by the SEC, besides the 10-K and 10-Q. Below are some of those forms and filings that must have a Form 12b-25 submitted if the filings are going to be late.

Form 20-F

Form 20-F helps to standardize the financial reporting of foreign-based companies so that investors can properly analyze their numbers and compare them to their U.S. based counterparts.

Form N-SAR

Form N-SAR requires registered investment management companies to disclose specific financial information, such as the sale of any shares in their investment portfolios.

Form N-CSR

SEC Form N-CSR is another form for registered investment management companies requiring them to file an N-CSR within 10 days of their releasing their annual and semiannual reports to their shareholders.

Form 11-K

SEC Form 11-K is required to be filed each year by publicly-traded companies. The 11-K lists employee stock purchases and activity in savings plans as well as employee stock ownership plans (ESOPs).

Form 10-D

SEC Form 10-D is required for specific companies to notify investors and regulators of dividend and capital distributions. Dividends are typically cash payments made to shareholders by companies.

Benefits of SEC Form 12b-25

The SEC Form 12b-25 is usually considered a red flag for investors, indicating that a company may be experiencing some form of difficulty. It could indicate a range of issues from the inability to manage basic tasks to the possibility that the filing company is experiencing major financial trouble. Since SEC Form 12b-25 requires companies to indicate whether or not any major changes from the prior year's report are expected, it is crucial that investors review this filing as soon as they become aware of it.