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Rule 12b-25 is the short grace period for a periodic report that will not make its due date. The company files a Form 12b-25 notice, NT 10-K for an annual report or NT 10-Q for a quarterly one, and gets a defined number of extra calendar days.
The grace period is conditional, not free room. It holds only if the notice is filed in time and the report itself lands inside the window. This page explains the mechanics and the dates. Whether Rule 12b-25 is available for a particular report is a question for securities counsel.
The NT notice is due no later than one business day after the original report due date, which in practice means the day after the deadline passes. Miss that window and the Rule 12b-25 path is generally closed for that report.
Both dates are Eastern Time. If the original due date rolls off a weekend or SEC holiday, the notice date rolls with it.
| Report | Notice form | Grace period after the original due date |
|---|---|---|
| 10-K | NT 10-K | 15 calendar days |
| 10-Q | NT 10-Q | 5 calendar days |
The notice itself is due one business day after the original report due date. Extended dates roll forward off weekends and SEC holidays. All deadlines ET.
A filed NT does not convert a late report into a timely one by itself. The rule treats the report as filed on the original due date only when the notice conditions are met and the report arrives inside the grace window: 15 calendar days for a 10-K, 5 calendar days for a 10-Q. If the report slips past the extended date, the company is late measured from the original due date.
Once the grace period lapses without the report on file, Form S-3 eligibility is lost for twelve months (Bartov and Konchitchki, Accounting Horizons, 2017). The report also stays outstanding on EDGAR until it is filed, which is the record exchanges, OTC tiers, and diligence teams read.
TakePublic's compliance calendar computes the original due date, the NT notice date, and the extended due date in Eastern Time with weekend and SEC holiday rolls, and escalates email and SMS alerts starting 30 days out. Counsel decides whether an NT is appropriate and signs off before anything reaches EDGAR. TakePublic is not a law firm.
No later than one business day after the original 10-K due date, in practice the day after the deadline passes. All deadlines ET.
15 calendar days for a 10-K and 5 calendar days for a 10-Q, measured from the original due date and rolled forward off weekends and SEC holidays.
The rule treats the report as filed on the original due date when the notice conditions are met and the report arrives inside the window. The NT notice itself is still a public filing.
The company is late measured from the original due date. Form S-3 eligibility is lost for twelve months once the grace period lapses without the report on file.
The notice window is one business day after the original due date. Options after that window closes are fact-specific and belong with securities counsel.
The primary sources behind this page, on the SEC's own site.
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