What is a Form NT filing? NT 10-K and NT 10-Q (2026)
A Form NT filing is the notification a company files with the Securities and Exchange Commission (SEC) under Rule 12b-25 when it cannot file a periodic report on time. It shows up as an NT 10-K for a late annual report or an NT 10-Q for a late quarterly report, and it must be filed no later than one business day after the missed deadline. This guide explains what a Form NT filing is, the grace period it buys, and why investors read it. It is not investment advice.
Definition
A Form NT filing
is an SEC notification of late filing under Rule 12b-25, filed no later than one business day after a periodic report is due. It states why the report is late and, if conditions are met, extends the deadline so the report can still count as timely. Common types are NT 10-K and NT 10-Q. Source: SEC.
What grace period does a Form NT give?
Rule 12b-25 lets a company that will miss a deadline file a Form NT and buy a short extension. The extra time depends on the report:
- 15 calendar days for a late annual report on Form 10-K (also 20-F and 11-K).
- 5 calendar days for a late quarterly report on Form 10-Q.
If the company files the report within that window, and it certifies that the delay could not be avoided without unreasonable effort or expense, the report is deemed to have been filed on time. Miss the extended window and the report is late, which can affect the company's filing status.
15 / 5 days
Rule 12b-25 grace period a Form NT buys: 15 calendar days for a late 10-K, 5 calendar days for a late 10-Q
Source: SEC
Why do investors read an NT filing?
The form is short, but it asks the company to explain in reasonable detail why it cannot file on time. That explanation is the signal. A company that cannot close its books on schedule may be working through an accounting review, a restatement, an auditor change, or an internal-controls issue. Because the 10-K and 10-Q are the reports investors depend on, an NT that delays them is worth reading rather than skipping.
How a Form NT sits next to other filings
An NT does not replace the report; it flags that the report is coming late and states why. Foreign private issuers that file a 20-F use the same mechanism with an NT 20-F. To find any NT filing on the regulator's own system, see how to search SEC EDGAR.
Flock reads disclosure filings and keeps each one dated and linked to its SEC source. What any of the data means for you is your call to make.
Frequently asked questions
What is a Form NT used for?
A Form NT, filed under SEC Rule 12b-25, is the notification a company files when it cannot submit a periodic report on time. It appears as NT 10-K for a late annual report or NT 10-Q for a late quarterly report, and it must be filed no later than one business day after the missed deadline. Source: SEC.
What grace period does a Form NT give?
Filing a Form NT gives 15 additional calendar days to file a late annual report on Form 10-K and 5 additional calendar days for a late quarterly report on Form 10-Q. If the report is filed within that window and the conditions are met, it is deemed to have been filed on time. Source: SEC.
Why do investors watch for an NT filing?
An NT filing signals a company could not close its books on schedule. The form asks the company to state, in reasonable detail, why it cannot file on time. Common reasons include accounting reviews, restatements, or auditor issues, so an NT can be an early flag worth reading. Source: SEC.
Where can I read a company's Form NT?
Every Form NT is filed on the SEC's EDGAR system and is free to read. Search by company name and look for filing types such as NT 10-K, NT 10-Q, or NT 20-F, then open the form to read the stated reason for the delay. Source: SEC EDGAR.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.