Noble Roman's, Inc. filings document formal reporting and governance matters for the Indiana pizza franchisor and operator. Recent Form 12b-25 notices cover delayed annual and quarterly reports, while 8-K disclosures record board composition changes and related director-compensation and related-party representations.
The filing record centers on public-company compliance subjects tied to Noble Roman's financial reporting timetable, governance, corporate status as an operating company, and material-event disclosures.
Noble Roman’s, Inc. (NROM) amended its 2025 Form 10-K to correct the independent auditor’s report date from May 29, 2026, to June 5, 2026; the company said the correction did not change its financial statements or the auditor’s opinion. For 2025, revenue was $16,461,459 versus $15,149,600 in 2024, and net income was $1,173,224 versus a $3,174 net loss.
Operating cash flow was $1,244,895, compared with $813,599 in 2024, and cash was $533,670 at December 31, 2025. The Senior Note principal was $5,853,180 at that date, with a maturity of June 30, 2026. A subsequent payoff agreement provides for repayment of the debt and cancellation of Corbel’s outstanding warrants for $500,000, subject to specified conditions; replacement financing was still in progress when the financial statements were issued.
The 2025 auditor said the statements present fairly, in all material respects, under U.S. GAAP, and identified deferred-tax-asset realizability and warrant-liability fair value as critical audit matters. The amendment states that no other changes were made to the original annual report.
NOBLE ROMANS INC (NROM) reported the results of its 2026 Annual Meeting of Shareholders held on September 15, 2026. As of the August 10, 2026 record date, 22,707,749 shares of common stock were outstanding and entitled to vote, and holders of 11,908,612 shares, or 52.44%, were represented in person or by proxy, constituting a quorum.
Shareholders elected A. Scott Mobley as a Class III director (term expiring at the 2029 annual meeting) with 5,678,107 votes for, 859,470 against, and 53,300 abstentions, and Paul W. Mobley as a Class II director (term expiring at the 2028 annual meeting) with 5,659,956 votes for, 877,621 against, and 53,300 abstentions. Shareholders also ratified Stephano Slack, LLC as independent registered public accounting firm for the year ending December 31, 2026, with 11,824,144 votes for, 15,423 against, and 69,045 abstentions.
NOBLE ROMANS INC (NROM) director Douglas Harold Coape-Arnold reported acquiring 5,556 Noble Roman's Inc. common shares on August 27, 2026 at $0.683 per share. Following this transaction, he directly holds 320,000 shares. No Rule 10b5-1 trading plan is indicated for this transaction.
NOBLE ROMANS INC (NROM) is the issuer of common stock that Douglas Harold Coape-Arnold, a director, plans to sell under Rule 144. A notice states that up to 5,556 shares of common stock may be sold through Fidelity Brokerage Services LLC on the OTC Markets, with an aggregate market value of $3,500.28 as of a planned sale date of 09/01/2026. The shares are described as having been acquired from the issuer on 07/07/2026 via a stock option exercise in connection with compensation.
Noble Roman’s, Inc. reported modest profitability for the three and six months ended June 30, 2026 while significantly reshaping its balance sheet. Total revenue for the six-month period was $8,028,547, slightly above $7,840,588 a year earlier, driven mainly by franchising revenue of $3,130,590. Net income was $190,620 for the quarter and $311,390 for the first half, with basic EPS of $0.01 for both periods.
Operating cash flow strengthened to $1,126,881 for the first half of 2026, compared with $596,983 in 2025. On June 10, 2026, the company entered a new five-year senior term loan of $6,900,427 with Lake Forest Bank & Trust, using the proceeds to repay its Corbel loan, all subordinated notes, purchase and cancel $500,000 of outstanding warrants, and pay related costs. This refinancing reduced current senior loan maturities and improved the current ratio to 1.3:1 from 0.40:1, while total liabilities decreased to $11,781,717.
Franchising remains the key profit driver with six‑month segment contribution of $2,288,949 and a margin of 73.1%, while company‑owned Craft Pizza & Pub margin contribution declined. The company carries a deferred tax asset of about $3.0 million it expects to utilize over five years. Management disclosed that a previously reported material weakness in internal control over financial reporting remains unremediated as of June 30, 2026, although financial statements are believed to fairly present results.
Noble Roman’s, Inc. is holding its 2026 annual shareholder meeting on September 15, 2026 in Indianapolis to elect one Class III director (term to 2029), one Class II director (term to 2028) and to ratify Stephano Slack as independent auditor for 2026. The record date is August 10, 2026, when 22,707,749 common shares were outstanding, each entitled to one vote; director elections use a plurality standard.
The board has nominated President/CEO A. Scott Mobley (Class III) and Executive Chairman/CFO Paul W. Mobley (Class II), a father–son team, and recommends voting “FOR” both. All directors and officers as a group beneficially own 5,996,527 shares, or 23.7%. The four‑member classified board includes two independent directors and has no standing audit, compensation, or nominating committees, so the full board handles those functions. In 2025, net income was $1,173,224, while CEO total compensation was $520,149 and Executive Chairman/CFO compensation was $355,950, reflecting voluntary reductions from higher contractual base salaries.
Noble Roman’s, Inc. reported modestly higher results for the three months ended March 31, 2026. Revenue grew to $3.9 million from $3.8 million, driven mainly by franchising and company-owned Craft Pizza & Pub restaurants.
Net income increased to $232,530 from $130,633, with basic and diluted earnings per share steady at $0.01. Franchising margin contribution improved to 72.4% of segment revenue, while Craft Pizza & Pub margin rose to 7.5%. Interest expense declined as principal on the senior note was repaid.
Liquidity remains tight with a current ratio of 0.43 and significant short-term debt, but after quarter-end the company entered a new $6.9 million five-year term loan to repay the Corbel senior note, subordinated debt, and repurchase Corbel warrants. Management believes a $3.0 million deferred tax asset is more likely than not to be fully utilized over the next five years. Management reports disclosure controls as effective while continuing to remediate previously identified internal control weaknesses.
Noble Romans, Inc. Schedule 13G/A (Amendment No. 5) discloses that Corbel Capital Partners, SBIC, L.P., Corbel Capital Advisors SBIC, LLC, Jeffrey B. Schwartz and Jeffrey S. Serota (the "Reporting Persons") report beneficial ownership of 0 shares of Common Stock (CUSIP 655107100). The filing lists the Reporting Persons' principal business office and certifies ownership of 0 shares, representing 0% of the class. Signatures are dated 06/17/2026. The statement is a standard ownership update indicating the Reporting Persons do not beneficially own shares as reported in this amendment.
Noble Romans Inc Executive Chairman and CFO Paul W. Mobley exercised warrants to acquire 450,000 shares of Noble Romans common stock at $0.10 per share. The exercise converted Redeemable Class A Warrants into common stock, leaving no warrants of this class outstanding and bringing his directly held position to 3,252,702 shares.
Noble Roman’s, Inc. entered into a new senior secured credit agreement with Lake Forest Bank & Trust Company, providing a term loan of approximately $6.9 million. The company used this financing to refinance existing debt, redeem warrants, pay advisory fees, and cover closing costs.
The term loan bears interest at Term SOFR plus 4.00%, currently totaling 7.60% per year, and matures in five years with principal and interest paid in fixed monthly amounts. A 1.00% prepayment fee applies only if repaid before the second anniversary.
Unlike the prior Corbel facility, the new loan has no equity or payment-in-kind interest components. Noble Roman’s must maintain specified financial ratios, enter into interest rate hedging contracts covering at least 50% of the outstanding principal within 90 days, and grant first-priority liens on all company and subsidiary assets as collateral.