SurgePays (SURG) files Form 12b-25 after delay in Q1 2026 10-Q

Rhea-AI Filing Summary

SurgePays, Inc. notified the SEC that it could not timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 due to delays completing financial statements and the independent auditor's review. The registrant anticipates filing the Quarterly Report no later than the fifth calendar day following the prescribed filing date.

Insights

Compliance Officer

Late 10-Q filing attributed to accounting compilation and auditor review delay.

The notification states the company could not complete required financial statements and disclosures for the quarter ended March 31, 2026, and that the independent registered public accounting firm requires additional time to complete its review.

Timing is described as filing no later than the fifth calendar day following the prescribed due date; subsequent SEC filings will show whether the report is filed within that relief window.

Key Figures

Quarter end: March 31, 2026 Notification date: May 15, 2026 Filing relief window: fifth calendar day following the prescribed due date +1 more

4 metrics

Quarter end March 31, 2026 Quarter ended date for the delayed Form 10-Q

Notification date May 15, 2026 Date the Form 12b-25 was signed by the CEO

Filing relief window fifth calendar day following the prescribed due date Anticipated latest date to file the Quarterly Report under Rule 12b-25

SEC File Number 001-40992 SEC file number listed on the form

Key Terms

Rule 12b-25, Form 10-Q, independent registered public accounting firm

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

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-Q regulatory

"unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q"

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.

independent registered public accounting firm financial

"the independent registered public accounting firm requires additional time to complete its review"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
	OMB Number: 3235-0058
	Expires: September 30, 2028
	Estimated average burden hours per response ... 2.50
	SEC FILE NUMBER
	001-40992
	CUSIP NUMBER 86882L204

(Check one):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
		For Period Ended: March 31, 2026
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		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

SurgePays, Inc.

Full Name of Registrant

Former Name if Applicable

3124 Brother Blvd., Suite 104

Address of Principal Executive Office (Street and Number)

Bartlett TN 38133

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 reasons 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-SAR 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 of 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-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

SurgePays, Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Quarterly Report”) by the May 15, 2026, filing date due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report, and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the quarter ended March 31, 2026, to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.

PART IV — OTHER INFORMATION

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

	Kevin Brian Cox		(901)		302-9587
	(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.

SURGEPAYS, 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: May 15, 2026	By:	/s/ Kevin Brian Cox
	Name:	Kevin Brian Cox
	Title:	Chief Executive Officer

FAQ

What did SURG file with the SEC on May 15, 2026?

SURG filed a Form 12b-25 notifying a late Form 10-Q for the quarter ended March 31, 2026. The notice cites delays finishing financial statements and needing additional time for the auditor's review before filing the Quarterly Report.

When does SurgePays expect to file the delayed Form 10-Q?

SurgePays expects to file the Quarterly Report no later than the fifth calendar day following the prescribed due date. This relief timeframe is specified under Rule 12b-25 for late quarterly reports requiring short additional review time.

Who signed the Form 12b-25 for SURG?

The Form 12b-25 was signed by Kevin Brian Cox, Chief Executive Officer, on May 15, 2026. His contact phone number is included on the notice for follow-up regarding the late filing.

What reason did SURG give for the late 10-Q filing?

The company cited a delay in completing its financial statements and other disclosures and stated its independent registered public accounting firm requires additional time to complete its review before incorporation into the Form 10-Q.