Creative Realities (NASDAQ: CREX) delays 10‑K after CDM acquisition, financing

Rhea-AI Filing Summary

Creative Realities, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 by the original due date of March 31, 2026 and expects to use the 15-calendar-day extension under Rule 12b-25.

The delay reflects substantial work arising from three fourth-quarter transactions: the acquisition of the CDM Business, a private placement of 30,000 shares of Series A Convertible Preferred Stock, and a refinancing of the company’s credit facilities. Integration efforts and the complexity of those transactions have consumed internal resources, delayed the auditors’ completion of the consolidated financial statement audit, and required additional time to finalize disclosure controls and internal control assessments. The company states the Form 10-K will be filed within the Rule 12b-25 extension period, but warns timing is forward-looking and subject to risks.

Insights

Accounting Controls Specialist

Complex transaction accounting and control testing explain the filing delay.

The company closed multiple significant transactions late in the year, which typically requires purchase price allocation, fair value estimates, and consolidation work that lengthen audit timelines. These tasks also demand additional management review to support year-end disclosures.

Key items to watch in the forthcoming 10-K include the acquisition accounting for the CDM Business, any goodwill or intangible asset allocations, and the company’s disclosure on the effectiveness of internal controls as of December 31, 2025.

Corporate Finance Analyst

Transactions include a private placement and credit refinancing that materially affect 2025 results.

The private placement of preferred stock and the refinancing of credit facilities will affect capitalization and interest/financing disclosures; combined results will include two months of the CDM Business operations in 2025. Exact impacts await finalized financials.

Investors should read the upcoming Form 10-K for details on debt terms, preferred stock rights, and consolidated 2025 results once filed within the 15-day extension.

Key Figures

Form 10-K fiscal year: Fiscal year ended December 31, 2025 Original due date: March 31, 2026 Extension period: 15 calendar days +2 more

5 metrics

Form 10-K fiscal year Fiscal year ended December 31, 2025 reporting period for the delayed Form 10-K

Original due date March 31, 2026 prescribed filing due date

Extension period 15 calendar days Rule 12b-25 extension to file the Form 10-K

Preferred shares sold 30,000 shares Series A Convertible Preferred Stock private placement

CDM Business integration period in 2025 2 months CDM Business operations included in 2025 consolidated results

Key Terms

Rule 12b-25, Series A Convertible Preferred Stock, purchase price allocation, disclosure controls and procedures

4 terms

Rule 12b-25 regulatory

"expects to file the Form 10-K within the extension period of 15 calendar days"

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.

Series A Convertible Preferred Stock financial

"private placement offering and sale ... of 30,000 shares of Series A Convertible Preferred Stock"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

purchase price allocation financial

"integration of the CDM Business have utilized significant internal resources"

disclosure controls and procedures regulatory

"finalize its assessment of disclosure controls and procedures and evaluate the effectiveness of its internal controls"

Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

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

Creative Realities, Inc.

Full Name of Registrant

Former Name if Applicable

13100 Magisterial Drive, Suite 102

Address of Principal Executive Office (Street and Number)

Louisville KY 40223

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 reason 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, Form 11-K, 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 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 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.

Creative Realities, Inc. (the “Company”) has determined that it will not be able to file its Annual Report on Form 10-K for its fiscal year ended December 31, 2025 (the “Form 10-K”) by March 31, 2026, the original due date for such filing, without unreasonable effort or expense for the reasons set forth below.

As previously announced in the Company’s periodic reports filed with the SEC, during the fourth quarter of the Company’s fiscal year ended December 31, 2025, the Company consummated (a) the acquisition of DDC Group International, Inc., Cineplex Digital Media Inc., and Cineplex Digital Media US Inc. (collectively, the “CDM Business”); (b) the private placement offering and sale to North Run Strategic Opportunities Fund I, LP and NR-SOF I (Co-Invest I), LP of 30,000 shares of Series A Convertible Preferred Stock; and (c) the refinancing of the Company’s credit facilities with First Merchants Bank and other lenders party to such facilities (collectively, the “Transactions”).

The consummation of the Transactions and the integration of the CDM Business have utilized significant internal resources, which has impacted the Company’s ability to (a) provide all the information necessary for its auditors to timely complete the audit of the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2025; and (b) prepare related disclosures to be included in the Form 10-K. Further, due to the complexity of the Transactions, additional time is necessary for the Company to finalize its assessment of disclosure controls and procedures and evaluate the effectiveness of its internal controls over financial reporting as of December 31, 2025.

The Company expects to file the Form 10-K within the extension period of 15 calendar days following the prescribed due date, as provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

The Company’s expectations regarding the timing of the filing of the Form 10-K is a forward-looking statement as defined in the Private Securities Litigation Reform Act of 1995. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, including the Company’s inability to complete the work required to file the Form 10-K within the anticipated time frame. The Company’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees of future performance.

PART IV — OTHER INFORMATION

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

Tamra Koshewa		(502)		791-8800
(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 report(s) been filed? If 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 anticipates that its results of operations for the year ended December 31, 2025 will be significantly impacted by the Transactions, resulting in significant changes in its results of operations from the year ended December 31, 2024. The Form 10-K will reflect the operations of the CDM Business combined with that of the Company for the last two months of 2025, as well as the remaining Transactions, while the prior period does not. Due to the factors described in response to Part III and the ongoing work to prepare and finalize the Company’s consolidated financial statements for the year ended December 31, 2025, reasonable estimates of such potential changes in results of operations cannot be made at this time.

Creative Realities, 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 30, 2026 By /s/ Tamra Koshewa, Chief Financial Officer

INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.

FAQ

Why did Creative Realities (CREX) miss the March 31, 2026 Form 10-K deadline?

The company cites significant post-close work from multiple transactions delaying audits and disclosures. Creative Realities completed the CDM Business acquisition, a private placement, and a credit facility refinancing, which consumed internal resources and delayed auditor completion of consolidated financial statements.

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

The company expects to file within the 15-calendar-day extension under Rule 12b-25. That extension runs from the original due date and permits the company to submit the Form 10-K within fifteen days after March 31, 2026.

What material transactions affected Creative Realities’ 2025 reporting?

Three transactions materially affected 2025: the acquisition of the CDM Business, a private placement of 30,000 Series A Convertible Preferred shares, and refinancing of credit facilities with First Merchants Bank and other lenders.

Will the 2025 Form 10-K show changed results versus 2024?

Yes. The company anticipates significant changes in 2025 results because the Form 10-K will include two months of CDM Business operations and the effects of the financing and private placement, while 2024 does not include those items.

Does the delay indicate problems with internal controls at Creative Realities?

The company states additional time is needed to finalize its assessment of disclosure controls and internal control effectiveness as of December 31, 2025. It does not assert a definitive material weakness; the controls assessment will be reported in the forthcoming Form 10-K.