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50% of SPACs Fail to Meet the 10-K Deadline

The 10-K deadline for non-accelerated filers was on Monday, April 1st. The number of NT 10-Ks (non-timely) has risen over the past couple of years and that trend has continued in 2024. 675 companies have filed an NT 10-K in 2024, representing 12% of all 10-K filers this year for year-end on December 31, 2023.


Number of NT 10-Ks filed by the deadline each year

(% of all 10-K filings - timely and non-timely

* The number of 10-K filings for 2020 in the chart is particularly low because the deadline for filings was extended in 2020 due to the pandemic.

Companies file an NT 10-K form when they are unable to file their annual report by the mandated deadline. The deadline to file a 10-K for large accelerated filers with year-end on December 31 is 60 days, which was on February 29th this year. To get an extension, filers have to file an NT 10-K no later than a day after this due date, i.e. March 1st, 2024. Similarly, non-accelerated filers get 90 days or until April 1st this year to file their 10-Ks with the deadline for NT 10-Ks falling on April 2nd.

Some notable NT 10-Ks in 2024:

ARCHER-DANIELS-MIDLAND CO ($ADM): The grain trader and processor has had a tough go of it recently. Earlier this year, the company initiated an investigation into its accounting practices following an SEC document request and placed the CFO on administrative leave. That investigation then led to the company filing its first NT 10-K in its history.

MASTEC INC ($MTZ): The infrastructure company filed its second consecutive NT 10-K. Last year, the company delayed their 10-K filing “to finalize its assessment of internal control over financial reporting”. This year, the company needed “additional time was required to complete audit procedures related to a wholly-owned subsidiary of the Company.”

3D SYSTEMS CORP ($DDD): The company filed its third NT 10-K in the last four years. The company continued its trend of providing no useful explanation for the late filing, simply stating that the “...10-K cannot be filed by the prescribed due date because additional time, resources and effort are required to complete work related to its financial reporting and close procedures.”

SPACs have the highest rate of NT filings by far, with about 50% (107 out of 213) of all SPAC filers submitting an NT 10-K in 2024. This isn’t new. We also wrote about SPACs failing to file their 10-Ks by the deadline two years ago.

Rate of NT 10-K filings by sector

Most of the 675 NT 10-Ks this year were filed by first-time NT filers, but there are some significant repeat offenders. This includes 39 companies, mostly micro caps, that have continued their 5-year streak (since we started tracking NT filings), filing their 6th consecutive NT 10-K this year. 51 companies have filed their 5th NT 10-K in the last six years, and 61 companies have filed their 4th NT 10-K in the last six years.

NT 10-K filings by repeat offenders

Interested in non-timely filings? Our new platform is set to launch within the next two weeks! On the new platform, you’d be able to quickly see past non-timely filings by any US-listed issuer. For instance, here’s the page showing 3D Systems' all non-timely filings since 2019 with a short summary based on the reasoning provided in each NT filing:

You'd also be able to see a list of all US issuers with multiple NT filings since 2019:


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