What Is SEC Form 12b-25?

SEC Form 12b-25, also known as the Notification of Late Filing, is the document a public company must file with the Securities and Exchange Commission (SEC) when its anticipates missing the deadline for other key filings, such as quarterly financial results.

By filing Form 12b-25, a company may avoid 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, or Notice of Late Filing, is a document companies must file with the SEC when they will miss a filing deadline.
  • SEC Form 12b-25 is required if publicly-traded companies will miss filing their 10-Q and 10-K financial reports by deadline.
  • Companies filing the form must provide a reason for the late filing and explain any possible surprises compared to its prior year's filing.

How SEC Form 12b-25 Works

The SEC requires companies to periodically disclose financial statements so investors can make informed decisions. Investors will typically scrutinize a company's quarterly 10-Q and annual 10-K reports before buying equity shares or corporate bonds. The SEC helps to facilitate proper disclosure of financial information. Companies must report 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 five 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

In addition to the 10-K and 10-Q, there are a number of other documents the SEC requires to be filed in a timely manner. If those filings are late, the company must file a Form 12b-25. These documents include:

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-CSR

Form N-CSR is a form for registered investment management companies requiring them to file within 10 days of the release of annual and semiannual reports to shareholders.

Form 11-K

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

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

SEC Form 12b-25 is usually considered a red flag, indicating a company could be experiencing difficulties. It might suggest the company is unable to manage basic tasks, or the possibility the late filing is due to the company experiencing major financial trouble.

SEC Form 12b-25 requires companies to indicate whether 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.