Noble Roman’s (NROM) notifies SEC of late 2025 Form 10-K due to auditor transition

Rhea-AI Filing Summary

Noble Roman’s, Inc. submitted a Rule 12b-25 notification stating it cannot timely file its Form 10-K for the period ended December 31, 2025 because the registrant and new auditor, Stephano Slack, LLC, have not completed audit procedures. The filing is signed on March 31, 2026.

Insights

Audit & Reporting Specialist

Late Form 10-K notification due to an in-progress audit by a new auditor.

The company cites a transition to a new public accountant, Stephano Slack, LLC, and states that the registrant staff and the auditor have not completed audit procedures for the consolidated 2025 financial statements.

The notification follows Rule 12b-25 timing constructs; the company indicates the mechanics for seeking relief under subsection (b) and (c). Subsequent filings will determine the timing and contents of the 2025 Form 10-K.

Key Figures

Period Ended: December 31, 2025 Signature Date: March 31, 2026 Rule 12b-25 relief windows: fifteenth calendar day / fifth calendar day +1 more

4 metrics

Period Ended December 31, 2025 subject report period

Signature Date March 31, 2026 date the notification was signed by Executive Chairman

Rule 12b-25 relief windows fifteenth calendar day / fifth calendar day timing provisions referenced for annual vs quarterly reports

Contact Telephone (317) 634-3377 listed contact for Paul W. Mobley

Key Terms

Rule 12b-25, transition to a new public accountant, accountant’s statement

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

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.

transition to a new public accountant financial

"The Company previously disclosed transition to a new public accountant, Stephano Slack, LLC"

accountant’s statement regulatory

"The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

	FORM 12b-25	OMB APPROVAL
	NOTIFICATION OF LATE FILING	OMB Number: 3235-0058 Expires: September 30, 2028 Estimated average burden hours per response................ 2.50
		SEC FILE NUMBER
		CUSIP NUMBER

	(Check One):	☒ Form 10-K     ☐ Form 20-F     ☐ Form 11-K     ☐ Form 10-Q     ☐ Form 10-D     ☐ Form N-SAR     ☐ Form N-CSR
		For Period Ended: December 31, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the transition period ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

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:   N/A                                         

PART I

REGISTRANT INFORMATION

Noble Roman’s, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

6612 E. 75th Street, Suite 450

Address of Principal Executive Office (Street and Number)

Indianapolis, Indiana 46250

City, State and Zip Code

PART II

RULE 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.

The Company previously disclosed transition to a new public accountant, Stephano Slack, LLC (“Slack”), to audit its 2025 consolidated financial statements to be included in its Form 10-K for the year ended December 31, 2025.  The Company staff and Slack have not yet completed their respective processes and audit procedures with respect to such financial statements.

PART IV

OTHER INFORMATION

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

Paul W. Mobley, Executive Chairman		(317)		634-3377
(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 the 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.

* * * * * * * * *

2

Noble Roman’s, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

	Noble Roman’s, Inc.
Date: March 31, 2026	By:	/s/ Paul W. Mobley
		Paul W. Mobley Executive Chairman

3

FAQ

What did Noble Roman’s (NROM) file with the SEC?

Noble Roman’s filed a Rule 12b-25 notification stating it cannot timely file its Form 10-K. The notice explains the delay relates to completion of audit procedures by a new auditor, Stephano Slack, LLC, and is signed March 31, 2026.

Why is Noble Roman’s (NROM) Form 10-K delayed?

Because the company transitioned to a new public accountant, Stephano Slack, LLC, and the company and auditor have not completed audit procedures. The notice attributes the delay to ongoing staff and audit processes tied to the 2025 consolidated financial statements.

Does the Rule 12b-25 notice give a new filing date for the Form 10-K?

The notice references Rule 12b-25 timing but does not state an exact new filing date. It notes relief pathways under Rule 12b-25(b) and (c) tied to the fifteenth or fifth calendar day timing provisions.

Who signed Noble Roman’s Rule 12b-25 notice?

The notice was signed by Paul W. Mobley, Executive Chairman, on March 31, 2026. Contact information listed includes telephone (317) 634-3377 in the filing excerpt.

Will Noble Roman’s report significant changes in results for the period?

The form includes the standard question about significant changes in results but does not attach any narrative or quantitative explanation in the provided excerpt. No anticipated changes are disclosed in the excerpt.