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Nasdaq flags Atlantic American (AAME) for delayed 2025 Form 10‑K filing

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Atlantic American Corporation has received a Nasdaq notice because it has not yet filed its Annual Report on Form 10‑K for the year ended December 31, 2025, putting it out of compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely SEC filings.

The company has 60 calendar days from the April 17, 2026 notice to submit a plan to regain compliance. If Nasdaq accepts that plan, it may allow up to 180 calendar days from the Form 10‑K’s original due date for the company to regain compliance. The notice does not immediately affect the listing or trading of the company’s common stock on The Nasdaq Global Market.

The company states it is working diligently to file the Form 10‑K as promptly as practicable and, if it cannot do so within 60 days of the notice, it intends to submit a compliance plan to Nasdaq.

Positive

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Insights

Nasdaq noncompliance for late 10‑K raises listing risk if delays persist.

Atlantic American Corporation is currently out of compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its Form 10‑K for the year ended December 31, 2025. This rule focuses on timely periodic SEC reports.

The company has 60 calendar days from the April 17, 2026 notice to submit a plan. If Nasdaq accepts that plan, it may grant up to 180 calendar days from the original Form 10‑K due date to regain compliance, giving a defined remediation window before any potential delisting procedures.

The notice explicitly has no immediate effect on the listing or trading of the common stock on The Nasdaq Global Market. The company indicates it is working diligently to file the Form 10‑K and, if needed, intends to submit a compliance plan, so future filings will clarify whether Nasdaq accepts its approach.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Noncompliance rule Nasdaq Listing Rule 5250(c)(1) Timely filing of periodic SEC reports
Plan submission deadline 60 calendar days From April 17, 2026 Nasdaq notice to submit compliance plan
Maximum compliance window 180 calendar days From original Form 10‑K due date if plan accepted
Reporting period Year ended December 31, 2025 Form 10‑K not yet filed
Notice date April 17, 2026 Date Nasdaq notified company of noncompliance
Press release date April 21, 2026 Company announcement of Nasdaq notice
Nasdaq Listing Rule 5250(c)(1) regulatory
"the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Form 10-K financial
"had not yet filed its Annual Report on Form 10-K for the year ended December 31, 2025"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
The Nasdaq Global Market market
"no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market"
The Nasdaq Global Market is a tier of the Nasdaq stock exchange where established companies list their shares after meeting higher financial, governance and reporting standards than smaller markets. For investors it acts like a quality filter — signaling greater transparency and typically better trading liquidity, which makes buying, selling and assessing the stock’s risk easier compared with shares on less-regulated venues.
forward-looking statements regulatory
"this press release contains forward-looking statements, including statements regarding the Company’s expectations"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act regulatory
"Note regarding Private Securities Litigation Reform Act: Except for historical information contained herein"
A federal law that changed how lawsuits by private investors against public companies over alleged securities fraud are started and handled. It requires plaintiffs to show specific facts about alleged wrongdoing up front, limits certain types of legal damages and stops lawyers from shopping for plaintiffs, so companies face fewer frivolous suits and investors know stronger cases move forward. Think of it as tightened screening at the courthouse to reduce baseless claims and clarify legal risk for investors.
Understanding 8-K Material Events →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)
 
April 17, 2026
  
 
ATLANTIC AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)

Georgia
 0-3722
58-1027114
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

4370 Peachtree Road, N.E., Atlanta, Georgia
30319
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code
(404) 266-5500

N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading
Symbol(s)
Name of Each Exchange
on Which Registered
Common Stock, par value $1.00 per share
AAME
The Nasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On April 17, 2026, Atlantic American Corporation (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not yet filed its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.
 
The Notice states that the Company has 60 calendar days from the date of the notice to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date for filing the Form 10-K to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
 
The Notice has no immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market. The Company continues to work diligently to file the Form 10-K as promptly as practicable. If the Company is unable to file the Form 10-K within 60 calendar days from the date of the Notice, the Company intends to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules.
 
On April 21, 2026, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits
 
(d)
Exhibits
 
Exhibit
Number
Description of Exhibit
99.1
Press release dated April 21, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

2
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
ATLANTIC AMERICAN CORPORATION
   
 
By:
/s/ J. Ross Franklin
   
J. Ross Franklin
 
Vice President, Chief Financial Officer and Secretary
Date:  April 21, 2026

 

3
Exhibit 99.1

Atlantic American Corporation Receives Nasdaq Notice Regarding Delayed Form 10‑K Filing
 
ATLANTA, Georgia, April 21, 2026 - Atlantic American Corporation (Nasdaq: AAME) announced today that on April 17, 2026, the Company received a notice from The Nasdaq Stock Market LLC stating that because the Company had not yet filed its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10‑K”), the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the Securities and Exchange Commission. The Nasdaq notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market. The Company has 60 calendar days from the date of the notice to submit to Nasdaq a plan to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 calendar days from the Form 10-K’s original due date to regain compliance. The Company continues to work diligently to file the Form 10-K as promptly as practicable. If the Company is unable to file the Form 10-K within 60 calendar days from the date of the notice, the Company intends to submit to Nasdaq a plan to regain compliance.
 
Atlantic American Corporation is an insurance holding company involved through its subsidiary companies in specialty markets of the life, health, and property and casualty insurance industries. Its principal insurance subsidiaries are American Southern Insurance Company, American Safety Insurance Company, Bankers Fidelity Life Insurance Company, Bankers Fidelity Assurance Company and Atlantic Capital Life Assurance Company.
 
Note regarding Private Securities Litigation Reform Act: Except for historical information contained herein, this press release contains forward-looking statements, including statements regarding the Company’s expectations as to the timing of the filing of the Form 10-K and the Company’s ability to submit a compliance plan to Nasdaq. These forward-looking statements involve a number of risks and uncertainties and actual results could differ materially from those indicated by such forward-looking statements due to a number of factors, including the results of the Company’s financial reporting procedures and those factors discussed in reports that Atlantic American Corporation files from time to time with the Securities and Exchange Commission. In addition, forward-looking statements reflect the Company’s expectations as of the date hereof. The Company undertakes no obligation to update or revise any forward-looking statements contained herein, except as may be required by law. Accordingly, undue reliance should not be placed upon these forward-looking statements.
 
For further information contact:
J. Ross Franklin
Chief Financial Officer
Atlantic American Corporation
404-266-5580
Hilton H. Howell, Jr.
Chairman, President & CEO
Atlantic American Corporation
404-266-5505


Source: View Original Filing on SEC EDGAR

FAQ

Why did Atlantic American Corporation (AAME) receive a Nasdaq notice?

Atlantic American received a Nasdaq notice because it has not yet filed its Form 10‑K for the year ended December 31, 2025. Nasdaq Listing Rule 5250(c)(1) requires timely filing of periodic SEC reports, so the missed deadline triggered a noncompliance determination.

Does the Nasdaq notice immediately affect trading in Atlantic American (AAME) stock?

The notice has no immediate effect on the listing or trading of Atlantic American’s common stock on The Nasdaq Global Market. The company remains listed while it works to file the Form 10‑K and, if needed, submit a compliance plan within the specified timeframes.

How long does Atlantic American (AAME) have to regain Nasdaq compliance?

Atlantic American has 60 calendar days from the April 17, 2026 notice to submit a plan to regain compliance. If Nasdaq accepts the plan, it may give the company up to 180 calendar days from the Form 10‑K’s original due date to fully regain compliance.

What actions does Atlantic American (AAME) plan regarding its late Form 10‑K?

The company says it is working diligently to file the Form 10‑K as promptly as practicable. If it cannot file within 60 calendar days from the Nasdaq notice, it intends to submit a plan to Nasdaq describing how it will regain compliance with the listing rules.

What Nasdaq rule is Atlantic American (AAME) currently not meeting?

Atlantic American is not in compliance with Nasdaq Listing Rule 5250(c)(1). This rule requires listed companies to file all required periodic financial reports, such as Annual Reports on Form 10‑K, with the Securities and Exchange Commission on a timely basis.

What business is Atlantic American Corporation (AAME) involved in?

Atlantic American is an insurance holding company active in specialty life, health, and property and casualty markets. Its principal insurance subsidiaries include American Southern Insurance, American Safety Insurance, Bankers Fidelity Life Insurance, Bankers Fidelity Assurance, and Atlantic Capital Life Assurance.

Filing Exhibits & Attachments

4 documents

Press Releases

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