Portsmouth Square replaces Withum with Whitley Penn

Portsmouth Square, Inc. changed its independent registered public accounting firm.

Rhea-AI Filing Summary

Portsmouth Square, Inc. changed its independent registered public accounting firm. On March 19, 2026, the company dismissed WithumSmith+Brown, PC as auditor, stating there were no disagreements or reportable events for the fiscal years ended June 30, 2025 and 2024 and through March 19, 2026.

On the same date, the Audit Committee approved the engagement of Whitley Penn LLP as the new auditor for the fiscal year ending June 30, 2026 and related interim periods, subject to completion of standard client acceptance and independence procedures and a final engagement letter. Withum provided a letter to the SEC agreeing with the company’s disclosures.

Insights

Audit & Governance Analyst

Portsmouth Square is rotating auditors with no reported disputes.

Portsmouth Square, Inc. replaced WithumSmith+Brown, PC with Whitley Penn LLP as its independent registered public accounting firm, effective March 19, 2026. The change follows Audit Committee approval and will apply to the fiscal year ending June 30, 2026.

The company reports no disagreements with Withum on accounting principles, disclosures, or audit scope, and no reportable events for the past two fiscal years and subsequent interim period. Withum supplied a letter to the SEC indicating agreement with the company’s description of the circumstances.

Management also states it had not consulted Whitley on accounting principles, audit opinions, or matters involving disagreements or reportable events before the appointment. This framing presents the move as a straightforward auditor rotation, with future filings under Whitley’s oversight providing the next visibility into audit outcomes.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

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

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 Portsmouth Square (PRSI) announce about its auditor on March 19, 2026?

Portsmouth Square announced it dismissed WithumSmith+Brown, PC as its independent registered public accounting firm and approved Whitley Penn LLP as the new auditor, effective immediately, for the fiscal year ending June 30, 2026 and related interim periods, subject to standard acceptance and independence procedures.

Were there any disagreements between Portsmouth Square (PRSI) and WithumSmith+Brown before the auditor change?

The company states there were no disagreements with WithumSmith+Brown on accounting principles, financial statement disclosure, or auditing scope and procedures, and no reportable events, for the fiscal years ended June 30, 2025 and 2024 and the interim period through March 19, 2026.

Who is Portsmouth Square’s (PRSI) new independent registered public accounting firm?

Portsmouth Square’s Audit Committee approved Whitley Penn LLP as the new independent registered public accounting firm. The engagement covers the fiscal year ending June 30, 2026 and related interim periods, contingent on completion of Whitley’s client acceptance and independence procedures and execution of a final engagement letter.

Did Portsmouth Square (PRSI) consult Whitley Penn before appointing it as auditor?

The company reports that neither it nor anyone on its behalf consulted Whitley Penn about applying accounting principles to specific transactions, potential audit opinions, or any matters involving disagreements or reportable events during the fiscal years ended June 30, 2025 and 2024 and through March 19, 2026.

What document did WithumSmith+Brown provide in connection with Portsmouth Square’s (PRSI) auditor change?

WithumSmith+Brown provided a letter addressed to the SEC, dated March 23, 2026, stating whether it agreed with Portsmouth Square’s description of the circumstances surrounding the change of auditors. This letter is included as Exhibit 16.1 in the company’s current report.

Which exhibit in Portsmouth Square’s (PRSI) filing relates to the auditor dismissal?

Exhibit 16.1 contains the letter from WithumSmith+Brown, PC dated March 23, 2026, responding to Portsmouth Square’s description of the auditor change. The filing also lists Exhibit 104 as the cover page interactive data file required for the electronic submission.

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

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Accepted by SEC EDGAR 03/23/2026 - 05:27 PM Learn about SEC filing dates

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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): March 19, 2026

PORTSMOUTH SQUARE, INC.

(Exact name of registrant as specified in its charter)

California		0-4057		94-1674111
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

1516 S. Bundy Drive, Suite 200, Los Angeles, CA		90025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 889-2500

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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
NONE		NONE		NONE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

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

(a) Dismissal of Independent Registered Public Accounting Firm

On March 19, 2026, Portsmouth Square, Inc. (the “Company”) dismissed WithumSmith+Brown, PC, (“Withum”) as the Company’s independent registered public accounting firm, effective immediately. During the fiscal years ended June 30, 2025 and 2024 and the subsequent interim period through March 19, 2026, (i) there were no disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Withum’s satisfaction, would have caused Withum to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Withum with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Withum furnish it with a letter addressed to the SEC stating whether it agrees with the above statements in this Item 4.01(a). A copy of Withum’s letter, dated March 23, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm.

On March 19, 2026, the Audit Committee approved the engagement of Whitley Penn LLP (“Whitley”) as its new independent registered public accounting firm, effective immediately, subject to Whitley’s completion of its standard client acceptance, independence procedures, and execution of a final engagement letter. This appointment will cover the Company’s fiscal year ending June 30, 2026, and related interim periods.

During the fiscal years ended June 30, 2025 and 2024, and the subsequent interim period through March 19, 2026, neither the Company nor anyone on its behalf consulted with Whitley regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company, in connection with which neither a written report nor oral advice was provided to the Company that Whitley 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 either the subject of 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
16.1		Letter of WithumSmith+Brown, PC dated March 23, 2026
104		Cover Page Interactive Data File

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.

	PORTSMOUTH SQUARE, INC.
Dated: March 23, 2026	By:	/s/ Ann Marie Blair
		Ann Marie Blair,
		Principal Financial Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-16.1 EX-16.1 624 B
• EX-161 GRAPHIC 154.9 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB