Pioneer Power (PPSI) files 12b-25, cites material weaknesses; expects 15-day extension

Rhea-AI Filing Summary

Pioneer Power Solutions, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because of delays compiling audited financial information and expects to report material weaknesses in internal control over financial reporting. The company stated it will use the 15-calendar-day extension under Rule 12b-25 and expects to file the Form 10-K within that extension period.

Key Figures

Fiscal period end: December 31, 2025 Extension period: 15 calendar days Signature date: April 1, 2026 +1 more

4 metrics

Fiscal period end December 31, 2025 Fiscal year ended

Extension period 15 calendar days Rule 12b-25 extension to file Form 10-K

Signature date April 1, 2026 Date the Form 12b-25 was signed by CFO

Contact telephone (201) 942-4474 Registrant contact listed on the notice

Key Terms

Rule 12b-25, Form 10-K, material weaknesses, internal control over financial reporting

4 terms

Rule 12b-25 regulatory

"expects to file the Form 10-K within the extension period of 15 calendar days"

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-K regulatory

"unable ... to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

material weaknesses financial

"expects to report that material weaknesses in the Company's internal control over financial reporting existed"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

internal control over financial reporting financial

"material weaknesses in the Company's internal control over financial reporting existed as of December 31, 2025"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

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 10D ☐ Form N-CEN ☐ 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
	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:

PART I – REGISTRANT INFORMATION

Pioneer Power Solutions, Inc.

Full Name of Registrant

Former Name if Applicable

400 Kelby Street, 12^th Floor

Address of Principal Executive Office (Street and Number)

Fort Lee, New Jersey 07024

City, State and Zip Code

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.

Pioneer Power Solutions, Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) within the time period due to delays in compiling information required to be included in the Form 10-K, including information relating to the preparation and audit of its financial statements. Additionally, the Company expects to report that material weaknesses in the Company’s internal control over financial reporting existed as of December 31, 2025.

The Company expects to file the Form 10-K within the extension period of 15 calendar days, as provided under Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended.

PART IV – OTHER INFORMATION

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

	Walter Michalec		(201)		942-4474
	(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.

Pioneer Power Solutions, Inc.

(Name of registrant as Specified in Charter)

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

Date:	April 1, 2026		By:	/s/ Walter Michalec
			Name:	Walter Michalec
			Title:	Chief Financial Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

FAQ

Why did Pioneer Power (PPSI) file a Form 12b-25?

Because it could not complete audited financials and related disclosures in time. The company cited delays compiling information required for the Form 10-K and expects to file within the 15-calendar-day extension under Rule 12b-25.

When is Pioneer Power expected to file its 2025 Form 10-K?

The company expects to file within the 15-calendar-day extension period provided by Rule 12b-25. The notification states the Form 10-K will be filed on or before the extension deadline.

Does the notice disclose any internal control issues for PPSI?

Yes. The company expects to report material weaknesses in internal control over financial reporting as of December 31, 2025. The statement is included in the narrative explaining the late filing.

Who signed the Form 12b-25 for Pioneer Power and when?

The Form 12b-25 was signed by Walter Michalec, Chief Financial Officer. The signature block shows the date of signature as April 1, 2026.

Will the late filing affect other periodic reports for PPSI?

The notice indicates that other periodic reports have been filed. The form includes a checkbox indicating all other required reports for the preceding 12 months have been filed.