urban-gro (UGRO) notifies SEC of late Q1 2026 10-Q; five-day filing window

Rhea-AI Filing Summary

urban-gro, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The company says additional time is required to finalize financial statements and related disclosures. The report was due May 15, 2026, and the company intends to file the Quarterly Report on or before the fifth calendar day following the prescribed due date pursuant to Rule 12b-25. The notification is signed by Eric Sherb, Chief Financial Officer, dated May 15, 2026.

Key Figures

Quarter end: March 31, 2026 Original due date: May 15, 2026 Relief window: on or before the fifth calendar day following the prescribed due date +2 more

5 metrics

Quarter end March 31, 2026 Quarterly Report period end

Original due date May 15, 2026 Form 10-Q prescribed due date

Relief window on or before the fifth calendar day following the prescribed due date Rule 12b-25 timing statement

Contact phone (720) 390-3880 Contact for notification (Bradley Nattrass)

Signed by Eric Sherb, Chief Financial Officer Authorized signatory for the notification dated May 15, 2026

Key Terms

Rule 12b-25, Form 10-Q, Notification of Late Filing (Form 12b-25)

3 terms

Rule 12b-25 regulatory

"the company intends to file the Quarterly Report on or before the fifth calendar day following the prescribed due date, pursuant to Rule 12b-25"

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

"Notification of Late Filing with respect to its 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.

Notification of Late Filing (Form 12b-25) regulatory

"urban-gro, Inc. is filing this Notification of Late Filing on Form 12b-25"

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
		SEC File Number 001-39933
			FORM 12b-25	CUSIP Number 91704K301
	NOTIFICATION OF LATE FILING

(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
	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: N/A

PART I — REGISTRANT INFORMATION

urban-gro, Inc.

Full Name of Registrant

Former Name if Applicable

1751 Panorama Point, Unit G

Lafayette, CO 80026

Address of Principal Executive Office (Street and Number)

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-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.

urban-gro, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Quarterly Report”), which was due on May 15, 2026. The Company has determined that it is unable to file its Quarterly Report within the prescribed time period without unreasonable effort or expense because additional time is required to finalize its financial statements and related disclosures required to be included in the Quarterly Report. The Company is working diligently to complete the Quarterly Report as soon as possible and intends to file the Quarterly Report on or before the fifth calendar day following the prescribed due date, pursuant to Rule 12b-25 of the Securities Exchange Act of 1934.

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PART IV — OTHER INFORMATION

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

Bradley Nattrass		(720)		390-3880
(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 the 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.

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urban-gro, Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 15, 2026	By:	/s/ Eric Sherb
	Name:	Eric Sherb
	Title:	Chief Financial Officer

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FAQ

Why did urban-gro (UGRO) file a Form 12b-25?

urban-gro filed Form 12b-25 because it cannot complete its Form 10-Q for the quarter ended March 31, 2026 without unreasonable effort. The company states additional time is needed to finalize financial statements and related disclosures.

When was the Form 10-Q for UGRO originally due?

The Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 was due on May 15, 2026. The Form 12b-25 cites that prescribed due date and requests relief under Rule 12b-25.

When does urban-gro expect to file the delayed 10-Q?

The company intends to file the Quarterly Report on or before the fifth calendar day following the prescribed due date, pursuant to Rule 12b-25. The filing frames that timing relative to the May 15, 2026 due date.

Who signed the Form 12b-25 for urban-gro and how can they be contacted?

The Form 12b-25 was signed by Eric Sherb, Chief Financial Officer, dated May 15, 2026. The contact listed is Bradley Nattrass at (720) 390-3880 for inquiries regarding the notification.

Does the filing say whether urban-gro expects material changes to results?

The Form 12b-25 includes a question about anticipated significant changes in results, but the provided excerpt does not state that a significant change is anticipated; the company did not attach a quantitative explanation in the excerpt.