Beam Global (NASDAQ: BEEM) delays 2025 Form 10-K, previews $28.2M

Rhea-AI Filing Summary

Beam Global notified the SEC on Form 12b-25 that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and expects to use the 15-calendar day grace period under Rule 12b-25 to file the report. The company provided preliminary results: revenues ~ $28.2 million, gross margin ~ 12.5%, and working capital ~ $9.3 million. The figures are preliminary, subject to completion of the audited financial statements, and may change.

Insights

Accounting & Reporting Analyst

Form 12b-25 flags a short delay; preliminary metrics are provided pending audit.

The filing states the company could not complete compilation, review and finalization of its Form 10-K within the prescribed time and expects to file within the 15-day grace period under Rule 12b-25.

The company disclosed $28.2M revenue, 12.5% gross margin and $9.3M working capital as preliminary, subject to audit. The final audited amounts could differ; subsequent filings should be reviewed for adjustments and audit opinions.

Key Figures

Revenue: $28.2 million Gross margin: 12.5% Working capital: $9.3 million +2 more

5 metrics

Revenue $28.2 million period ending December 31, 2025 (preliminary)

Gross margin 12.5% period ending December 31, 2025 (preliminary)

Working capital $9.3 million period ending December 31, 2025 (preliminary)

Form type Form 10-K (delayed) fiscal year ended December 31, 2025

Rule invoked Rule 12b-25 15-calendar day grace period

Key Terms

Form 12b-25, Rule 12b-25, forward-looking statements, working capital

4 terms

Form 12b-25 regulatory

"unable to timely file with the Securities and Exchange Commission"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25 regulatory

"expects to file the Form 10-K within the fifteen-calendar day grace period"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

forward-looking statements financial

"This Notification of Late Filing on Form 12b-25 contains forward-looking statements"

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.

working capital financial

"working capital of approximately $9.3 million"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One) ☒ Form 10-K        ☐ Form 20-F       ☐ Form 11-K       ☐ Form 10-Q       ☐ Form 10-D       ☐ Form N-CEN        ☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: ________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Beam Global

Full Name of Registrant:

Former Name if Applicable

5660 Eastgate Drive

Address of Principal Executive Office (Street and Number)

San Diego, CA 92121

City, State, Zip Code

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof could not be filed within the prescribed time period.

Beam Global (the “Company”) is unable to timely file with the Securities and Exchange Commission (the “Commission”) its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, because the compilation, dissemination, review and finalization of the information required to be presented in the report could not be completed within the prescribed time period without unreasonable effort or expense.

The Company expects to file the Form 10-K within the fifteen-calendar day grace period, as provided by Rule 12b-25 of the Securities Exchange Act of 1934.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Lisa A. Potok		858		321-2223
(Name)		(Area Code)		(Telephone No.)

(2)	Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects to report that for the period ending December 31, 2025 (i) revenues of approximately $28.2 million (ii) gross margin of approximately 12.5% and (iii) working capital of approximately $9.3 million.

The foregoing financial information is preliminary, remains subject to the completion of the Company’s audit, and may be adjusted as a result of such audit procedures. Accordingly, such information may differ from the amounts that will be reported in the Company’s Annual Report on Form 10-K.

This Notification of Late Filing on Form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this notice and we assume no obligation to update the information included in this notice. Such forward-looking statements include information concerning our possible or assumed future results of operations. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.  

Beam Global

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 31, 2026	By:	/s/ Lisa A. Potok
	Name:	Lisa A. Potok
	Title:	Chief Financial Officer

FAQ

Why did BEEM file a Form 12b-25 delaying its 2025 Form 10-K?

Answer: BEEM delayed because finalizing, reviewing, and auditing the 2025 Form 10-K could not be completed without unreasonable effort or expense. The company expects to use the 15-calendar day relief period under Rule 12b-25 to file the annual report.

What preliminary financial figures did Beam Global (BEEM) disclose for 2025?

Answer: Beam Global disclosed preliminary results of approximately $28.2 million in revenue, a 12.5% gross margin, and approximately $9.3 million in working capital for the period ending December 31, 2025.

Will the preliminary numbers in BEEM’s 12b-25 be final in the Form 10-K?

Answer: No. The filing explicitly states the figures are preliminary and subject to completion of the company’s audit. The audited Form 10-K may reflect adjustments to revenue, gross margin, and working capital.

When does BEEM expect to file the delayed 2025 Form 10-K?

Answer: BEEM expects to file the annual report within the 15-calendar day grace period provided by Rule 12b-25 following the prescribed due date for the Form 10-K, as stated in the notification.

Does the Form 12b-25 indicate other missing periodic reports for BEEM?

Answer: The notification indicates that all other required periodic reports during the preceding 12 months have been filed, per the yes/no question on the form; no other delinquent periodic reports are identified in this filing.