Norris Industries auditor questions past financials

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Norris Industries reported that former auditor BDO USA, P.C. sent a letter on February 12, 2026 stating its view that the company’s historical accounting classification of its Class A Preferred Stock was incorrect and that previously issued financial statements for the fiscal years ended February 28, 2025 and February 29, 2024 should no longer be relied upon.

Management disagrees that its historical treatment was clearly incorrect and views the issue as a matter of professional judgment. The Board is evaluating BDO’s position and has not concluded that restatements are required or that past financial statements are unreliable. The company plans to engage a new independent auditor and an independent accounting advisory firm to review the preferred stock accounting. The holder has contributed the preferred shares to capital and they have been cancelled, though this does not resolve the historical accounting question.

Positive

None.

Negative

Former auditor questions reliability of past financials: BDO USA, P.C. notified the board that, in its view, the historical accounting for Class A Preferred Stock was incorrect and that financial statements for the fiscal years ended February 28, 2025 and February 29, 2024 should no longer be relied upon, creating potential restatement risk.

Insights

Former auditor challenges preferred stock accounting; potential restatement risk under review.

The key development is BDO’s written view that Norris Industries historically misclassified its Class A Preferred Stock and that financial statements for fiscal years ended February 28, 2025 and February 29, 2024 should no longer be relied upon. Management characterizes this as a difference in professional judgment and has not accepted that its prior treatment was incorrect.

The Board is actively assessing BDO’s assertions, including whether additional disclosures or restatements are required. It intends to provide both BDO’s analysis and management’s rationale to a newly engaged independent auditor and to retain an independent accounting advisory firm, which indicates recognition of the issue’s significance.

The holder has contributed the preferred shares to the company’s capital and those shares have been cancelled, but the filing explicitly notes that this does not resolve the question of appropriate historical accounting. Subsequent reports from the Board, the new auditor, and the advisory firm will clarify whether prior financial statements must be restated or refiled.

8-K Event Classification

2 items: 4.02, 9.01

2 items

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance

Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What did BDO communicate to Norris Industries (NRIS) about its financial statements?

BDO USA, P.C. sent a letter stating its view that Norris Industries’ historical accounting for Class A Preferred Stock was incorrect and that financial statements for the fiscal years ended February 28, 2025 and February 29, 2024 should no longer be relied upon.

Has Norris Industries (NRIS) agreed to restate its prior financial statements?

No. Norris Industries’ Board is evaluating BDO’s assertions and has not concluded that previously issued financial statements require restatement or should no longer be relied upon. Management views the matter as involving differing professional judgments about accounting guidance, not a settled error determination.

How is Norris Industries (NRIS) responding to BDO’s preferred stock accounting concerns?

The Board plans to provide BDO’s views and management’s rationale to a newly engaged independent auditor and to hire an independent accounting advisory firm. These parties will help assess the appropriate accounting for the Class A Preferred Stock and whether prior financial statements need restatement or refiling.

Which Norris Industries (NRIS) financial periods are affected by BDO’s non-reliance view?

BDO’s letter specifically states that previously issued financial statements for the fiscal years ended February 28, 2025 and February 29, 2024 should no longer be relied upon. The company historically presented the Class A Preferred Stock within permanent equity from fiscal 2018 through fiscal 2025.

What happened to Norris Industries’ (NRIS) Class A Preferred Stock?

The holder of the Class A Preferred Stock contributed the shares to the capital of Norris Industries, and the preferred shares were cancelled. The company notes this cancellation does not resolve the question of the appropriate historical accounting treatment for those securities in prior financial statements.

Does the Norris Industries (NRIS) filing include any letters from BDO as exhibits?

Yes. The exhibit index lists a letter from BDO USA, P.C. dated February 12, 2026 addressed to the Board, and a separate letter to the Securities and Exchange Commission that will be added when BDO’s response is received and the report is amended.

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

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Accepted by SEC EDGAR 02/18/2026 - 04:35 PM

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): February 12, 2026

Norris Industries, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-55695		46-5034746
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4102 Palo Pinto St, Suite B

Weatherford, Texas

76086

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (855) 809-6900

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name on exchange on which registered
Common Stock		NRIS		OTCMKTS

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 (see General Instructions A.2. below):

☐ 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))

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 4.02(b). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Background

On February 12, 2026, Norris Industries, Inc. (the “Company”) received a letter addressed to the Board of Directors (the “Board”) from BDO USA, P.C. (“BDO”), the Company’s former independent registered public accounting firm. In that letter, BDO communicated its view regarding the historical accounting classification of the Company’s Class A Preferred Stock (the “Preferred Stock”) and communicated that BDO concluded that the Company’s historical accounting treatment was incorrect. BDO further stated that the Company’s previously issued financial statements for the fiscal years ended February 28, 2025 and February 29, 2024, should no longer be relied upon.

For the fiscal years ended February 2018 through February 2025, the Company presented the Preferred Stock within permanent equity.

Accounting Classification of Preferred Stock

The Company believes that the accounting treatment of the Preferred Stock involves the application of accounting guidance that requires significant professional judgment and evaluation of specific facts and circumstances. Management understands that BDO has expressed an interpretive view that differs from management’s historical interpretation. The Company considers this matter to involve differing professional judgments regarding the application of accounting guidance and has not concluded that its historical accounting treatment was incorrect.

Board Evaluation and Next Steps

In light of BDO’s letter dated February 12, 2026, the Board is evaluating the matters raised therein and whether any additional disclosure is required, including whether previously issued financial statements should be considered no longer reliable. As of the date of this report, the Board has not reached a final conclusion regarding these matters and has not determined that the Company’s previously issued financial statements should be restated or should no longer be relied upon.

The Company intends to provide both BDO’s views and management’s basis for its historical accounting treatment to any newly engaged independent registered public accounting firm so that such firm may conduct an independent evaluation. The Company also plans to engage an independent accounting advisory firm to assist the Board in assessing the appropriate accounting treatment of the Preferred Stock and whether any previously issued financial statements require restatement or refiling. The Company cannot predict the ultimate conclusions of the Board or any newly engaged independent registered public accounting firm regarding these matters.

Other Matters

Notwithstanding the foregoing, the holder of the Preferred Stock has contributed such shares to the capital of the Company, and the Preferred Stock has been cancelled. The cancellation of the Preferred Stock does not resolve the Board’s evaluation of the appropriate historical accounting treatment and is provided for informational purposes only.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

	10.1	Letter from BDO USA, P.C., dated February 12, 2026, addressed to the Board of Directors of the Registrant.

	*16.1	Letter from BDO USA, P.C., dates __________, 2026, addressed to the Securities and Exchange Commission. The 8K will be amended once the response letter from BDO is received.

	104	Cover Page Interactive Data file (embedded within the Inline XBRL document).

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.

	NORRIS INDUSTRIES, Inc.

Dated: February 18, 2026	By:	/S/ Patrick L. Norris
		Patrick L. Norris,
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EX-10.1 8.6 KB

Norris Industries auditor questions past financials