Smith-Midland (NASDAQ: SMID) delays 2025 10-K; forecasts revenue up 18%

Rhea-AI Filing Summary

Smith-Midland Corporation notified the SEC it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 and submitted a Rule 12b-25 notification to obtain additional time.

The company cites the need to complete its financial close, auditing procedures and management's assessment of internal control over financial reporting, noting that a material weakness determination will be made. Smith-Midland provided preliminary operating guidance: Q4 2025 revenue of $22–$24 million (versus $18.5 million a year earlier) and full-year 2025 revenue of $92–$94 million, which implies an 18% increase at the midpoint; the company anticipates record annual net income, subject to audit adjustments.

Positive

• Preliminary growth: management forecasts full-year 2025 revenue of $92–$94M, implying an 18% increase at the midpoint versus 2024
• Higher quarterly revenue: Q4 2025 revenue is estimated at $22–$24M, up from $18.5M in Q4 2024

Negative

• Internal control concerns: the company states it must complete management's assessment of internal control over financial reporting and that a material weakness determination will be made
• Filing delay: inability to file the Form 10-K on time may extend investor uncertainty until audited results are released

Insights

Financial Reporting Specialist

Delay driven by audit and an internal control assessment; material weakness flagged.

The notice states the company needs more time to finish the close, complete auditing procedures and finalize management's assessment of internal control over financial reporting. The phrase indicating a determination about a material weakness signals a significant control deficiency that requires disclosure and remediation planning.

Near-term focus will be the auditor's report and final 10-K; subsequent filings should clarify the nature of the control weakness, any restatements required, and remediation steps.

Corporate Finance Analyst

Preliminary results show notable revenue growth but remain unaudited.

Smith-Midland provided preliminary Q4 2025 revenue of $22–$24M and full-year 2025 revenue of $92–$94M, implying an 18% increase at the midpoint versus 2024. The company also anticipates record annual net income, subject to audit adjustments.

These are management estimates; verified audited results and any adjustments in the 10-K will determine final financial impact.

Key Figures

Q4 2025 revenue estimate: $22–$24 million Full-year 2025 revenue estimate: $92–$94 million Midpoint growth: 18% +3 more

6 metrics

Q4 2025 revenue estimate $22–$24 million Q4 2025 vs $18.5M prior-year quarter

Full-year 2025 revenue estimate $92–$94 million Full year 2025; midpoint implies growth from 2024

Midpoint growth 18% Full-year 2025 revenue increase at midpoint versus 2024

Form filed Rule 12b-25 notification Notification of late filing for Form 10-K year ended Dec 31, 2025

Material weakness disclosure Material weakness to be determined Management's assessment of internal control over financial reporting

Notification signed March 31, 2026 Date of Rule 12b-25 notification signature by CFO

Key Terms

Rule 12b-25, material weakness, financial close

3 terms

Rule 12b-25 regulatory

"submitted a Rule 12b-25 notification to obtain additional time"

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.

material weakness financial

"management's assessment of internal control over financial reporting, as to which material weakness existence will be made"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

financial close financial

"needs to complete its financial reporting close process"

Financial close is the moment when all loan and contract conditions for a financing deal are satisfied, the legal documents are signed and the agreed funds become available to the borrower — like the moment a home sale finishes and the buyer’s mortgage money is released. For investors, it matters because it turns promised financing into real cash that allows a project or company to move from planning to execution, reducing funding risk and clarifying near-term cash flows and timelines.

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	FORM 12b-25		SEC FILE NUMBER
			0011-3752
			CUSIP NUMBER
	NOTIFICATION OF LATE FILING		832156103

(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 the 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

Smith-Midland Corporation

Full Name of Registrant

N/A

Former Name if Applicable

P.O Box 300, 5119 Catlett Road

Address of Principal Executive Office (Street and Number)

Midland, Virginia 22728

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 the reasons 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.

Smith-Midland Corporation (the “Company”) has determined that it is unable to file its Annual Report on Form 10-K for the year ended December 31, 2025, within the prescribed time period, without unreasonable effort or expense. The Company requires additional time to complete its financial reporting close process, including management's assessment of the Company’s internal control over financial reporting, as to which material weakness existence will be made, and to gather information required to complete auditing procedures.

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

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

	Dominic L. Hunter		540		439-3266
	(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. The Company expects 2025 fourth quarter revenues to be approximately $22 to $24 million, compared to $18.5 million in the prior-year comparable quarter, primarily due to higher product sales and shipping and installation revenue. The Company also anticipates net income to be higher versus the 4th quarter of 2024. For the full year 2025, the Company expects revenue to be between $92 to $94 million, which would represent an 18% annual increase from 2024 at the midpoint, and anticipates record annual net income, with all results subject to final adjustments. Actual results will be determined after the completion of the requisite audit and no assurance can be given as to the information above.

 

2

Smith-Midland Corporation

(Name of Registrant as Specified in Charter)

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

Date:  3/31/2026	By:	/s/ Dominic L. Hunter
		Name: Dominic L. Hunter
		Title: Chief Financial Officer

 

3

FAQ

Why did Smith-Midland (SMID) file a Rule 12b-25 notification?

Smith-Midland filed Rule 12b-25 to request extra time to complete its 2025 Form 10-K because it needs to finish the financial close, auditing procedures, and management’s assessment of internal control over financial reporting.

What does Smith-Midland say about Q4 2025 revenue?

Management estimates Q4 2025 revenue of $22–$24 million, compared with $18.5 million in Q4 2024, attributing the increase to higher product sales and shipping and installation revenue.

What are Smith-Midland's full-year 2025 revenue expectations?

The company expects full-year 2025 revenue of $92–$94 million, which the filing states represents an 18% annual increase at the midpoint versus 2024; these figures are preliminary and subject to audit adjustments.

What does the filing say about internal control issues at SMID?

Smith-Midland states it is completing management’s assessment of internal control over financial reporting and that a determination regarding a material weakness will be made, indicating a significant control deficiency under evaluation.