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Smith-Midland hit by Nasdaq over late 10-Q

Smith-Midland Corporation received a letter from Nasdaq stating it is not in compliance with Nasdaq listing rule 5250(c)(1) because its Form 10-Q for the quarter ended March 31, 2026 has not been filed on time.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Smith-Midland Corporation received a letter from Nasdaq stating it is not in compliance with Nasdaq listing rule 5250(c)(1) because its Form 10-Q for the quarter ended March 31, 2026 has not been filed on time. The notice currently has no immediate effect on the company’s Nasdaq Capital Market listing. The delay stems from the unanticipated resignation of a key accounting staff member, which disrupted the quarter-end close and review process. Smith-Midland has replaced this staff member and is working to complete management’s review and file the quarterly report as soon as practicable, while continuing to highlight broader business risks such as material weaknesses in internal controls and high accounts receivable.

Positive

  • None.

Negative

  • Nasdaq non-compliance notice: Smith-Midland received a Nasdaq letter stating it is not in compliance with listing rule 5250(c)(1) due to a late Form 10-Q for the quarter ended March 31, 2026, highlighting governance and reporting risk.
  • Control and process weaknesses: The 10-Q delay is attributed to the unanticipated resignation of a key accounting staff member and occurs alongside disclosed material weaknesses in internal controls and a high level of accounts receivable.

Insights

Nasdaq non-compliance is a governance negative but appears operational in nature.

Smith-Midland has been notified by Nasdaq that it is out of compliance with rule 5250(c)(1) due to a late Form 10-Q for the quarter ended March 31, 2026. This is formally a listing-rule breach, though the notice does not immediately impact the Nasdaq Capital Market listing.

The company links the delay to the unexpected resignation of a key accounting staff member, which disrupted its quarter-end close and review process. Management states the role has been filled and additional time is needed to complete review procedures and finalize financial statements and disclosures.

The situation adds to previously disclosed risks such as material weaknesses in internal controls and a high level of accounts receivable. Investors will likely focus on how quickly the 10-Q is filed and whether subsequent reports indicate that internal accounting processes have stabilized and that control weaknesses are being addressed effectively.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Nasdaq rule referenced Rule 5250(c)(1) Timely filing of all required periodic financial reports
Nasdaq letter date May 29, 2026 Date of Nasdaq non-compliance notice to Smith-Midland
Quarter of delayed report Quarter ended March 31, 2026 Form 10-Q not yet filed, triggering Nasdaq notice
Form 12b-25 filing date May 14, 2026 Previously disclosed delay explanation for Form 10-Q
Nasdaq listing rule 5250(c)(1) regulatory
"indicating it was not in compliance with Nasdaq listing rule 5250(c)(1), which requires the timely filing"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Form 10-Q financial
"The required filing in question is the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026."
A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.
Form 12b-25 regulatory
"As previously disclosed on the Company's Form 12b-25 filed with the SEC on May 14, 2026, the delay in filing the 10-Q is related"
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.
material weaknesses in internal controls financial
"our material weaknesses in internal controls, cyber security risks, general business and economic conditions"
A material weakness in internal controls is a significant flaw in a company’s systems for producing accurate financial reports that creates a reasonable possibility of a major error or omission. Think of it like a broken alarm system that can fail to detect a fire — it makes financial statements less reliable and raises the risk of restatements, audit qualifications, regulatory action, and sudden changes in investor confidence.
forward-looking statements regulatory
"This announcement contains forward-looking statements, which involve risks and uncertainties."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Smith-Midland (SMID) receive a Nasdaq non-compliance letter?
Smith-Midland received a Nasdaq letter because it failed to timely file its Form 10-Q for the quarter ended March 31, 2026, as required by listing rule 5250(c)(1). Nasdaq rules mandate prompt filing of all periodic reports with the Securities and Exchange Commission.

Does the Nasdaq notice affect Smith-Midland (SMID) stock listing now?
The notice currently has no immediate effect on Smith-Midland’s common stock listing on the Nasdaq Capital Market. The company remains listed while it works to complete and file the delayed Form 10-Q and address Nasdaq’s reporting compliance requirements.

What caused Smith-Midland’s delay in filing its March 31, 2026 Form 10-Q?
The delay stems from the unanticipated resignation of a key accounting staff member, which disrupted Smith-Midland’s quarter-end close and review process. Management reports that the position has been filled, but additional time is needed to complete review procedures and finalize the financial statements.

How is Smith-Midland (SMID) responding to the late 10-Q and Nasdaq notice?
Smith-Midland says it has replaced the departed accounting staff member and is working diligently to complete management’s review and file the Form 10-Q as soon as practicable. The company continues to caution about risks including material control weaknesses and a high level of accounts receivable.

What ongoing risks does Smith-Midland highlight alongside the Nasdaq notice?
Smith-Midland cites several risks, including material weaknesses in internal controls, a high level of accounts receivable, inflationary and recession pressures, potential lower infrastructure spending, and general economic conditions. These factors are detailed in its Annual Report on Form 10-K and other SEC filings.

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

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  EXHIBIT 99.1

 

Smith-Midland Announces Receipt of  Nasdaq Letter

 

MIDLAND, VA – June 3, 2026 – Smith-Midland Corporation (NASDAQ: SMID) (the “Company”), a provider of innovative, high-quality proprietary and patented precast concrete products and systems, today announced it received a letter from Nasdaq, dated May 29, 2026, indicating it was not in compliance with Nasdaq listing rule 5250(c)(1), which requires the timely filing of all required periodic financial reports with the Securities and Exchange Commission. The required filing in question is the Company’s Quarterly Report on Form 10-Q (“10-Q”) for the quarter ended March 31, 2026.

 

The Notice has no immediate effect on the listing of the Company’s common stock on The NASDAQ Capital Market.

 

As previously disclosed on the Company's Form 12b-25 filed with the SEC on May 14, 2026, the delay in filing the 10-Q is related to the Company experiencing changes in its internal accounting personnel resulting from the unanticipated resignation of a key accounting staff member, which disrupted the Company’s quarter-end close and review process. As a result, additional time is required to complete management’s review procedures and finalize the Company’s financial statements and related disclosures.  The Company has replaced the staff member and is working diligently to complete and file the Quarterly Report as soon as practicable.

  

About Smith-Midland

 

Smith-Midland develops, manufactures, licenses, rents, and sells a broad array of precast concrete products for use primarily in the construction, transportation, and utility industries.

 

Smith-Midland Corporation has three manufacturing facilities in: Midland, VA, Reidsville, NC, and Columbia, SC, and a J-J Hooks® Safety Barrier rental firm, Concrete Safety Systems. Easi-Set Worldwide, a wholly owned subsidiary of Smith-Midland Corporation, licenses the production and sale of Easi-Set products, including J-J Hooks and SlenderWall®, and provides diversification opportunities to the precast industry worldwide. For more information, please call (540) 439-3266 or visit www.smithmidland.com.

 

Forward-Looking Statements

 

This announcement contains forward-looking statements, which involve risks and uncertainties. The Company’s actual results may differ significantly from those discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, product demand, the impact of competitive products and pricing, capacity and supply constraints or difficulties, the uncertainties arising from the policies of the United States Government, the risk of less government spending on infrastructure than anticipated, inflationary factors including potential recession, our material weaknesses in internal controls, cyber security risks, general business and economic conditions, our high level of accounts receivables, the effect of the Company’s accounting policies and other risks detailed in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.

 

Company Contact: 

Dominic L. Hunter

540-439-3266

investors@smithmidland.com

 

Investor Relations:

Steven Hooser or John Beisler

Three Part Advisors 

 (214) 872-2710

shooser@threepa.com; jbeisler@threepa.com

 

Source: View Original Filing on SEC EDGAR

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