Blum Holdings (BLMH) notifies SEC of late 10-K filing

Rhea-AI Filing Summary

Blum Holdings, Inc. filed a Form 12b-25 notification stating it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company says it needs additional time to finalize disclosures and expects to file within the fifteen-day extension provided by Rule 12b-25.

Key Figures

Fiscal period end: December 31, 2025 Extension period: 15 calendar days Notification date: March 31, 2026 +1 more

4 metrics

Fiscal period end December 31, 2025 Form 10-K period end

Extension period 15 calendar days Rule 12b-25 extension window

Notification date March 31, 2026 Date signed on Form 12b-25

Contact phone 909-5564 Registrant contact number listed

Key Terms

Rule 12b-25, Form 12b-25 (NT 10-K), Form 10-K

3 terms

Rule 12b-25 regulatory

"expects to file the Form 10-K within the fifteen-day extension provided under Rule 12b-25"

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.

Form 12b-25 (NT 10-K) regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 10-K financial

"could not timely file without unreasonable effort or expense its Annual Report on Form 10-K for the fiscal 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.

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-SAR        ☐     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
	☐ Transition Report on Form N-SAR
	For the Transition Period Ended: ______________________

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: N/A

PART I – REGISTRANT INFORMATION

Full Name of Registrant: Blum Holdings, Inc.           

Former Name if Applicable:                                        

11516 Downey Avenue

Address of Principal Executive Office (Street and Number)

Downey, California 90241

City, State and 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, Form N- SAR 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 or 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 the Form 10-K, 20-F, 11-K, Form 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed)

Blum Holdings, Inc. (the “Company”) could not timely file without unreasonable effort or expense its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) because the Company needed additional time to finalize and analyze the disclosure in such Form 10-K. The Company is working diligently to complete its Form 10-K for such period as soon as possible and currently expects to file the Form 10-K within the fifteen-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV - OTHER INFORMATION

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

Sabas Carrillo		888		909-5564
(Name)		(Area Code)		(Telephone Number)

(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 reports) 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.

2

Blum Holdings, Inc.

(Name of Registrant as Specified in Charter)

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

Date: March 31, 2026	By:	/s/ Sabas Carrillo
		Sabas Carrillo
		Chief Executive Officer

3

FAQ

Why did Blum Holdings (BLMH) file a Form 12b-25?

Blum Holdings filed a Form 12b-25 because it needed more time to finalize and analyze the disclosures for its Form 10-K. The company states it required additional effort to complete the annual report and expects to use the Rule 12b-25 extension.

When is Blum Holdings expected to file its 2025 Form 10-K?

The company expects to file the Form 10-K within the fifteen-calendar-day extension allowed under Rule 12b-25. The notification (NT 10-K) was signed on March 31, 2026, and the fiscal period end is December 31, 2025.

Does the 12b-25 notice indicate changes to Blum Holdings' prior periodic filings?

The notice answers that all other periodic reports required under Section 13 or 15(d) were filed in the preceding 12 months. No additional outstanding periodic reports are identified in the provided excerpt.

Will Blum Holdings disclose materially different earnings in the delayed 10-K?

The Form 12b-25 indicates the company did not check a box stating anticipated significant changes in results of operations. The filing does not attach any quantitative earnings estimate or narrative of anticipated material changes.