An NT 10-K or NT 10-Q is a Form 12b-25 notice that a company cannot file its annual or quarterly report on time. Filed within one business day of the deadline, it gives a 15-calendar-day extension for a 10-K or 5 days for a 10-Q, and it must explain why the report is late.
Most large U.S. companies file their 10-Q and 10-K reports days before the deadline. When one cannot, it files a short notice on Form 12b-25, which appears on EDGAR as NT 10-K or NT 10-Q. These notices are rare among the largest companies, which is exactly why they are worth reading carefully when they appear.
How does Rule 12b-25 work?
Rule 12b-25 under the Securities Exchange Act lets a company that cannot file all or part of a periodic report on time obtain a short extension, if it meets three conditions:
- It files Form 12b-25 no later than one business day after the report’s original due date.
- It states in the notice that the reasons the report could not be filed on time could not be eliminated without unreasonable effort or expense.
- It files the report within the extension period.
If those conditions are met, the late report is deemed timely filed.
| Report | Normal deadline (large accelerated filer) | Extension under 12b-25 |
|---|---|---|
| 10-K | 60 days after fiscal year end | 15 calendar days |
| 10-Q | 40 days after quarter end | 5 calendar days |
Deadlines differ by filer status: the 10-K is due 60, 75 or 90 days after year end, and the 10-Q 40 or 45 days after quarter end, depending on whether the company is a large accelerated, accelerated or non-accelerated filer. Our deadline guide covers the details, including how weekends and federal holidays roll a due date forward.
What is inside the notice?
Form 12b-25 is short, but each part tells you something:
- Part I, Registrant information. Name and address.
- Part II, Rules 12b-25(b) and (c). Check boxes confirming the conditions above. If an accountant’s statement is required, because the auditor’s work is part of the reason for the delay, it is attached as an exhibit.
- Part III, Narrative. The company must describe in reasonable detail why the report cannot be filed on time. This is the most informative section.
- Part IV, Other information. The company answers whether all other required periodic reports have been filed and whether it anticipates any significant change in results of operations from the corresponding period of the last fiscal year that will be reflected in the report. If yes, it must explain the anticipated change and, if appropriate, give a reasonable estimate.
How should you read the reason?
The narrative in Part III ranges from routine to alarming. Some common categories:
- Administrative or system delays, for example completing work on a recent acquisition or a new accounting system.
- Pending accounting questions, such as evaluating the treatment of a complex transaction.
- Internal control or audit issues, such as the auditor needing more time or management identifying a material weakness.
- Restatement or investigation, for example an audit committee review. These often come with an 8-K under Item 4.02 (non-reliance on previously issued financial statements).
Read the Part IV answer about significant changes alongside the narrative. A company that expects to report results materially different from last year is required to say so, even before the report is filed.
What if the extension is missed?
If the report is not filed within the 12b-25 extension period, it is delinquent. Several practical consequences can follow:
- Form S-3 eligibility. Short-form shelf registration generally requires timely filing of Exchange Act reports over the prior 12 months. A report filed late, beyond the 12b-25 window, can cost the company this eligibility for a year.
- Exchange listing rules. Both major U.S. exchanges have rules for listed companies that fail to file periodic reports, typically starting with a notice and a compliance period. Such a notice often triggers an 8-K under Item 3.01.
- Investor attention. Delays tend to coincide with the other filings listed above.
How common are NT filings among large companies?
They are uncommon. Large accelerated filers have the resources to meet the 40- and 60-day deadlines, and most file well ahead of them, which you can see in the filing-lag charts on each company page. That is why an NT 10-K or NT 10-Q from a large company is unusual enough to read in full, along with any 8-K filed the same week.
The due-date calendar projects the next 10-Q and 10-K window for each of the 100 companies we track. If a company passes the projected due date without filing, look for an NT notice on its EDGAR page.
Questions readers ask
- How long is the NT 10-K extension?
- Fifteen calendar days after the original 10-K due date. For a 10-Q the extension is five calendar days. The report counts as timely if it is filed within that period.
- Is an NT 10-K a bad sign?
- It depends on the reason given. A notice citing a pending restatement, an auditor issue or an internal investigation is more serious than one citing a short administrative delay. Read Part III and Part IV of the form.
- What happens if the company misses the extended deadline?
- The report is then delinquent. Consequences can include loss of eligibility for short-form registration on Form S-3 and notices under stock-exchange listing rules about delinquent periodic reports.
Sources
- eCFR, 17 CFR 240.12b-25 Notification of inability to timely file all or any required portion of a Form 10-K, 10-Q
- SEC, Form 12b-25 Notification of Late Filing (PDF)
- SEC, Form 10-K General Instructions (PDF)
- SEC, Form 10-Q General Instructions (PDF)
Sources checked Oct. 15, 2026. Rules change; the linked SEC text is authoritative. This page is general information, not legal or investment advice.