Royale Energy (ROYL) delays 10-K, cites Sep 9, 2025 acquisition accounting

Rhea-AI Filing Summary

Royale Energy, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Form 10-K for the year ended December 31, 2025 because it needs additional time to complete accounting and disclosures related to its September 9, 2025 acquisition of certain non-operated working interests, which was determined to be an acquisition of a significant business pursuant to Regulation S-X Rule 1-02(w). The company provides a preliminary, unaudited estimate of a net loss of approximately $1.1 million for 2025 versus a $2.2 million net loss in 2024 and states the final audited results may differ materially.

Insights

Corporate Accounting Specialist

Primary issue: acquisition accounting and historical financials delay the 10-K filing.

The filing states the September 9, 2025 acquisition was treated as a significant-business acquisition under Regulation S-X Rule 1-02(w), triggering the need for historical audited financial statements and pro forma disclosures under Rule 3-05 and Article 11. Completing those schedules typically requires audited legacy financials and purchase accounting work.

Key dependencies include receiving audited historicals from the acquired-interest operators, valuation of acquired assets and related adjustments, and completing internal close controls. Timing depends on those third-party inputs; subsequent filings will show finalized amounts when available.

Upstream Oil & Gas Analyst

Preliminary result shows narrower loss, but numbers are unaudited and could change.

Royale reports a preliminary $1.1 million net loss for 2025 versus $2.2 million in 2024. The company attributes the improvement to increased operating margins, but emphasizes the figures are unaudited and subject to change.

Investors should watch the final 10-K for completed pro forma adjustments from the September 9, 2025 acquisition and any reserve or impairment entries that could materially alter reported 2025 results.

Key Figures

SEC File Number: 000-55912 CUSIP: 78074G200 Acquisition date: September 9, 2025 +2 more

5 metrics

SEC File Number 000-55912 Form 12b-25 cover data

CUSIP 78074G200 Form 12b-25 cover data

Acquisition date September 9, 2025 Date of acquired non-operated working interests

Preliminary net loss 2025 $1.1 million Preliminary, unaudited net loss for year ended December 31, 2025

Net loss 2024 $2.2 million Net loss for 2024 used as comparative context

Key Terms

Form 12b-25, Regulation S-X Rule 1-02(w), Rule 3-05, Article 11 (pro forma)

4 terms

Form 12b-25 regulatory

"filed a Form 12b-25 notifying the SEC it cannot timely file its Form 10-K"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Regulation S-X Rule 1-02(w) regulatory

"determined to be an acquisition of a significant business pursuant to Regulation S-X Rule 1-02(w)"

Rule 3-05 regulatory

"historical audited annual financial statements pursuant to Regulation S-X Rule 3-05"

Article 11 (pro forma) regulatory

"related pro forma financial statements in accordance with Regulation S-X Article 11"

FAQ

Why did ROYL file a Form 12b-25?

The company needs extra time to finish accounting and disclosures related to a September 9, 2025 acquisition, delaying completion of the audited Form 10-K and related financial statements.

What acquisition disclosure requirements affected ROYL’s filing?

The acquisition was deemed a significant business under Regulation S-X Rule 1-02(w), requiring historical audited financials under Rule 3-05 and pro forma statements under Article 11, which are still being prepared.

What preliminary 2025 results did ROYL disclose?

Royale disclosed a preliminary, unaudited net loss of approximately $1.1 million for 2025 compared with a $2.2 million net loss in 2024; amounts are subject to change.

Will ROYL file the missing financial statements soon?

The Form 12b-25 indicates the company seeks additional time; it states the 10-K cannot be completed without unreasonable effort and expense while acquisition accounting is finalized.

Who can investors contact about the delay at ROYL?

The contact listed is Ronald Lipnick, telephone (619) 383-6600, for questions regarding the late filing and the timing of completed financials.

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

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Accepted by SEC EDGAR 04/02/2026 - 03:44 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 000-55912

CUSIP NUMBER: 78074G200

(Check one)	☒  Form 10-K ☐  Form 20-F ☐  Form 11-K ☐  Form 10-Q ☐  Form 10-D ☐  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 Transition Period Ended:

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

Royale Energy, Inc.

Full Name of Registrant

Former Name if Applicable

1530 Hilton Head Rd, Suite 205

Address of Principal Executive Office (Street and Number)

El Cajon, California 92019

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 Form10-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.

Royale Energy, Inc (the Company) is unable to complete its Form 10-K for the year ended December 31, 2025, within the prescribed time period without unreasonable effort and expense due delays in compiling the information required to completed the financial reporting close process, including preparation of its financial statements. As previously disclosed on September 9, 2025, the Company completed the acquisition of certain non-operated working interest. The Company needs additional time to complete the accounting and disclosures related to the acquired assets.

PART IV — OTHER INFORMATION

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

Ronald Lipnick		619		383-6600
(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
	On September 9, 2025, the Company acquired certain non-operated working interests which was determined to be an acquisition of a significant business pursuant to Regulation S-X Rule 1-02(w). The Company has not yet filed (i) the historical audited annual financial statements and unaudited interim financial statements pursuant to Regulation S-X Rule 3-05 and (ii) the related pro forma financial statements in accordance with Regulation S-X Article 11 as required with a Current Report on Form 8-K.
(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.

The Registrant expects to report a net loss for the year ended December 31, 2025 of approximately $1.1 million versus a net loss for 2024 of $2.2 million, primarily due to increased operating margins. The results for the year ended December 31, 2025 are preliminary and unaudited. The Company has not completed our financial reporting close process nor has the required information to complete an audit been provided. The amount is subject to change and could differ materially from the amount reported herein.

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Royale Energy, 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/ Johnny Jordan
		Chief Executive Officer

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