[8-K] Friedman Industries Inc. Reports Material Event

Rhea-AI Filing Summary

Friedman Industries announced a significant change in its auditing relationship as Moss Adams LLP merged with Baker Tilly US, LLP effective June 3, 2025. Following this merger, Moss Adams resigned as Friedman's independent registered public accounting firm, and the company's Audit Committee approved Baker Tilly as the successor auditor.

Key audit details:

• Moss Adams' audit reports for FY2024 and FY2025 contained no adverse opinions, disclaimers, or qualifications
• No disagreements occurred between Friedman and Moss Adams on accounting principles, practices, or procedures
• No reportable events requiring disclosure under Regulation S-K Item 304(a)(1)(v)
• No prior consultations between Friedman and Baker Tilly regarding accounting principles or audit opinions

The transition appears routine, resulting from the merger of accounting firms rather than any audit concerns. Moss Adams has provided a letter to the SEC confirming these statements, filed as Exhibit 16.1.

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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): June 19, 2025

FRIEDMAN INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)

Texas	1-07521	74-1504405
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1121 Judson Road Suite 124, Longview, Texas 75601

(Address of principal executive offices, including zip code)

(903) 758-3431

(Registrant’s telephone number, including area code)

(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, $1 Par Value	FRD	Nasdaq Global Select

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 4.01 Changes in Registrant’s Certifying Accountant

On June 19, 2025, Friedman Industries, Inc. (the "Company") was notified that Moss Adams LLP ("Moss Adams"), the Company's independent registered public accounting firm, merged with Baker Tilly US, LLP effective on June 3, 2025. The combined audit practices operate as Baker Tilly US, LLP (“Baker Tilly”). In connection with the notification of the merger, Moss Adams has resigned as the auditors of the Company and the Audit Committee of the Company’s Board of Directors approved the appointment of Baker Tilly, as the successor to Moss Adams, as the Company’s independent registered public accounting firm.

The audit reports of Moss Adams on the Company’s consolidated financial statements for the years ended March 31, 2025 and 2024, and for each of the years then ended, and internal control over financial reporting as of March 31, 2025, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended March 31, 2025 and 2024, and the subsequent interim period through the date of this Current Report on Form 8-K, there were no (a) disagreements with Moss Adams on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moss Adams’ satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements, or (b) reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.

During the years ended March 31, 2025 and 2024, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company, nor anyone on its behalf, consulted with Baker Tilly regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that item, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Moss Adams with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “Commission”) and requested that Moss Adams furnish the Company with a letter addressed to the Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of Moss Adams’ letter to the Commission, dated June 24, 2025, is filed as Exhibit 16.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

16.1 Letter from Moss Adams LLP to the SEC, dated June 24, 2025.

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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.

	FRIEDMAN INDUSTRIES, INCORPORATED
Date: June 24, 2025
	By:	/s/   Alex LaRue
		Alex LaRue
		Chief Financial Officer, Secretary and Treasurer

FAQ

Why did FRD change its auditor in June 2025?

FRD's auditor changed because Moss Adams LLP merged with Baker Tilly US, LLP effective June 3, 2025. Following this merger, Moss Adams resigned as FRD's auditor, and the Audit Committee approved Baker Tilly as the successor independent registered public accounting firm.

Were there any issues with FRD's previous auditor Moss Adams' reports?

No, there were no issues. Moss Adams' audit reports for FY2024 and FY2025 did not contain any adverse opinions, disclaimers, qualifications, or modifications regarding uncertainty, audit scope, or accounting principles.

Did FRD have any disagreements with Moss Adams before the auditor change?

No, during FY2024, FY2025, and the subsequent interim period, there were no disagreements with Moss Adams on accounting principles, financial statement disclosure, or auditing procedures, and no reportable events requiring disclosure under Item 304(a)(1)(v) of Regulation S-K.

Had FRD consulted with Baker Tilly before appointing them as new auditors?

No, prior to the appointment, neither FRD nor anyone on its behalf had consulted with Baker Tilly regarding accounting principles, audit opinions, or any matters that could be classified as disagreements or reportable events under SEC regulations.

Who signed off on FRD's 8-K regarding the auditor change?

The 8-K was signed by Alex LaRue, who serves as FRD's Chief Financial Officer, Secretary and Treasurer, on June 24, 2025.