What does an NT 10-K or NT 10-Q (Form 12b-25) mean?

Information as of 16 October 2026. Everything below comes from Rule 12b-25 under the Securities Exchange Act and the SEC's Form 12b-25, linked below. If anything here is wrong, tell us at contact@oqro.io and we will correct it.

When must a Form 12b-25 be filed?

Rule 12b-25 requires a company that fails to file all or any required portion of an annual, quarterly or transition report by the prescribed due date to file a notification on Form 12b-25 no later than one business day after the due date. On EDGAR the form appears with the name of the report it relates to: NT 10-K for an annual report, NT 10-Q for a quarterly report, NT 20-F for a foreign private issuer's annual report. Our article on when reports are due gives the deadlines the notice counts from.

What does the extension do?

The rule provides that the report is deemed to be filed on its due date if the Form 12b-25 is filed on time, if it says that the reasons for the delay could not be eliminated without unreasonable effort or expense, and if the report itself is then filed within 15 calendar days after the due date for an annual or transition report, or within 5 calendar days for a quarterly report. A company that files its 10-K within those 15 days after an NT 10-K has therefore filed on time for the purposes of the rules that depend on timely filing, such as eligibility for the short registration forms. A company that misses the extended date too has filed late, whatever notice it gave.

What must the notice say?

Form 12b-25 has four parts. Part I identifies the report and the period. Part II asks which rule the company relies on. Part III is the narrative: the reasons for the delay, in reasonable detail. Part IV asks for the name and telephone number of a contact, whether all other reports required during the preceding 12 months have been filed, and whether any significant change in results of operations from the corresponding period of the last fiscal year will be reflected in the report; if so, the company has to give a narrative and quantitative explanation, or state that a reasonable estimate cannot be made. That last question is why an NT 10-K sometimes carries a company's first public estimate of a loss, an impairment or a restatement.

The rule also requires that the notification be signed by a duly authorized person and that the company file the report, when it comes, under its own form type. Rule 12b-25 does not apply to the XBRL exhibit alone or to Section 16 reports: an insider's late Form 4 has no extension.

How does OQRO show it?

OQRO reads the NT 10-K and NT 10-Q filings of the companies it covers and places them on the company's timeline with the reason the company gave, so a reader who sees insider sales before an annual report also sees whether that report was delayed. The notice is not itself a Form 8-K; a company that expects a delay to end its listing files a separate notice under Item 3.01, described in our article on delisting notices.

What this does not tell you

An NT 10-K says that a report is late and why the company says it is late. It does not say that the numbers will be bad: audits run late for many reasons, a merger or a change of auditor among them. It does not say whether the company will meet the extended date, and it is not a statement by the auditor, whose own opinion appears only in the report when it is filed. OQRO describes the filing and its dates; it does not interpret the event or predict anything about a price. Nothing here is investment advice.