Norris Industries (OTCMKTS: NRIS) taps Sadler Gibb as new auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Norris Industries, Inc. has appointed Sadler, Gibb & Associates, LLC as its new independent registered public accounting firm, replacing BDO USA, PC. The Board of Directors approved the engagement on February 13, 2026, and the appointment was effective February 24, 2026.

The company states that during its two most recent fiscal years ended February 28, 2025 and February 29, 2024, and through February 24, 2026, it did not consult Sadler Gibb on accounting principles, audit opinions, or any matters involving disagreements or reportable events under Regulation S-K.

8-K Event Classification

Item 4.01 — Changes in Registrant's Certifying Accountant

1 item

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Understanding 8-K Material Events →

02/25/2026 - 09:08 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 24, 2026

NORRIS INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

000-55695

46-5034746

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

102 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 Instruction 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 4.01. Changes in Registrant’s Certifying Accountant

Engagement of Sadler, Gibb & Associates, LLC

On February 24, 2026, the Company engaged Sadler, Gibb & Associates, LLC (“Sadler Gibb”), as its new independent registered public accounting firm, to replace BDO USA, PC. The engagement of Sadler Gibb was approved by the Company’s Board of Directors on February 13, 2026.

During the Company’s two most recent fiscal years ended February 28, 2025 and February 29, 2024, respectively, and through February 24, 2026, neither the Company nor anyone acting on its behalf consulted with Sadler Gibb regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report was provided to the Company or oral advice was provided that Sadler Gibb concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

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 25, 2026	/s/ Patrick Norris
	Patrick Norris, Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Norris Industries (NRIS) disclose in this 8-K filing?

Norris Industries disclosed that it engaged Sadler, Gibb & Associates, LLC as its new independent registered public accounting firm, replacing BDO USA, PC. The change was approved by the Board of Directors and covers audits of the company’s financial statements going forward.

Who is the new auditor for Norris Industries (NRIS)?

The new auditor for Norris Industries is Sadler, Gibb & Associates, LLC. They have been engaged as the company’s independent registered public accounting firm, taking over from BDO USA, PC, following approval by the Board of Directors on February 13, 2026.

Were there any reported disagreements with the new auditor at Norris Industries (NRIS)?

Norris Industries reports no disagreements or reportable events with Sadler, Gibb & Associates, LLC. The company states it did not consult Sadler Gibb on accounting principles, audit opinions, or other reportable matters during the two most recent fiscal years and up to February 24, 2026.

Over what period did Norris Industries (NRIS) avoid consulting Sadler Gibb before engagement?

The company states that during its two most recent fiscal years ended February 28, 2025 and February 29, 2024, and through February 24, 2026, neither it nor anyone acting on its behalf consulted Sadler, Gibb & Associates, LLC on accounting, auditing, or financial reporting issues.

When did the Norris Industries (NRIS) board approve the new auditor engagement?

The Board of Directors approved the engagement of Sadler, Gibb & Associates, LLC on February 13, 2026. The company later formally engaged the firm as its independent registered public accounting firm effective February 24, 2026, as disclosed in the current report.

Which firm did Sadler, Gibb & Associates, LLC replace at Norris Industries (NRIS)?

Sadler, Gibb & Associates, LLC replaced BDO USA, PC as Norris Industries’ independent registered public accounting firm. The filing notes the transition but focuses on the new engagement and confirms there were no consultations with Sadler Gibb on prior accounting or auditing matters.

Filing Exhibits & Attachments

3 documents