Corvex files NT 10-Q notice after merger accounting delay

Corvex, Inc. notified the SEC that it cannot file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 within the prescribed time without unreasonable effort or expense.

Rhea-AI Filing Summary

Corvex, Inc. notified the SEC that it cannot file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 within the prescribed time without unreasonable effort or expense. The Company attributes the delay to the accounting complexity arising from its completed merger dated March 19, 2026 and states it expects to file the Form 10-Q within the 5 calendar day extension period provided by Rule 12b-25.

The notification was signed by CFO J. Cogan on May 18, 2026. The filing explains that additional time and resources are required to complete financial reporting and close procedures related to the Merger and the application of U.S. GAAP accounting standards.

Insights

Accounting Analyst

Delay driven by merger accounting complexity; filing within Rule 12b-25 extension is planned.

The Company states the Form 10-Q for the period ended March 31, 2026 could not be completed without unreasonable effort due to accounting and close procedures stemming from the March 19, 2026 merger. The notice cites the need to apply relevant U.S. GAAP guidance to Merger accounting.

Completion within the 5 calendar day extension period provided by Rule 12b-25 is expected. Subsequent periodic filings will clarify final amounts; timing and cash-flow impacts are not described in the excerpt.

Key Figures

Quarter end: March 31, 2026 Merger date: March 19, 2026 Extension period: 5 calendar days +1 more

4 metrics

Quarter end March 31, 2026 Period ended for the delayed Form 10-Q

Merger date March 19, 2026 Date the Company completed the previously announced merger

Extension period 5 calendar days Extension under Rule 12b-25 for Form 10-Q filing

Signature date May 18, 2026 Date CFO J. Cogan signed the 12b-25 notification

Key Terms

Rule 12b-25, Form 10-Q, Agreement and Plan of Merger

3 terms

Rule 12b-25 regulatory

"expects to file the Form 10-Q within the 5 calendar day extension period provided by 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 10-Q regulatory

"unable to complete its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

Agreement and Plan of Merger transaction

"completed its previously announced merger pursuant to an Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Corvex (MOVE) file a Form 12b-25 for the quarter ended March 31, 2026?

Corvex cites the accounting complexity from its completed merger on March 19, 2026, requiring extra time and resources to complete financial close and apply relevant U.S. GAAP accounting for the Form 10-Q.

When does Corvex expect to file the delayed Form 10-Q (MOVE)?

The company states it expects to file within the 5 calendar day extension period provided by Rule 12b-25, which applies to quarterly reports after the prescribed due date.

Does the Form 12b-25 state whether Corvex’s other periodic reports are current?

Yes. The form indicates that other periodic reports required under Sections 13 or 15(d) were filed during the prior 12 months, as the corresponding checklist box is marked Yes in the submission.

Who signed the late filing notice for Corvex (MOVE) and when?

The notification was signed by Chief Financial Officer J. Cogan on May 18, 2026, certifying the Company’s request for the short Rule 12b-25 extension.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/18/2026 - 07:00 AM EDT Learn about SEC filing dates

SEC File Number

001-40254

CUSIP Number

662459M 305

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: March 31, 2026
	☐ 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:

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

Full Name of Registrant:	Corvex, Inc.
Former Name if Applicable:	Not applicable.
Address of Principle Executive Office (Street and Number):	3401 North Fairfax Drive, Suite 3230
City, State and Zip Code:	Arlington, Virginia 22226

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.

Corvex, Inc. (the “Company”) is unable to complete its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Form 10-Q”), within the prescribed period without unreasonable effort or expense to the Company. Additional time, resources and effort are required to complete work related to the financial reporting and close procedures with respect to the Form 10-Q. As disclosed in a Current Report on Form 8-K dated March 19, 2026, the Company completed its previously announced merger (the “Merger”), pursuant to an Agreement and Plan of Merger, dated as of March 19, 2026, by and among the Company, Thor Merger Sub Inc. and Corvex Legacy Holdings, Inc. (formerly Corvex, Inc.). The complexity of accounting related to the Merger, including the application of relevant accounting standards under U.S. GAAP, has necessitated additional time to ensure the accuracy and completeness of the information to be included in the Form 10-Q.

The Company expects to file the Form 10-Q within the 5 calendar day extension period provided by Rule 12b-25.

Part IV - Other Information

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

	J. Cogan		866		438-4787
	(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.

1

SIGNATURE

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

	Corvex, Inc.
	By:	/s/ J. Cogan
		J. Cogan
Date: May 18, 2026		Chief Financial Officer

2