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 will not be completed by their deadlines. 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.


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.

How SEC Form 12b-25 is Used

SEC Form 12b-25 is used to report a late filing of several regularly filed SEC Forms including 10-K, and 10-Q, as well as for transition reports. 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.

Related Forms: SEC Forms 10-Q, 10-K, 20-F, N-SAR, N-CSR, 11-K, and 10-D.