SurgePays (SURG) files late-filing notice delaying 2025 Form 10-K

Rhea-AI Filing Summary

SurgePays, Inc. submitted a Form 12b-25 notifying the SEC that it could not file its Annual Report on Form 10-K for the year ended December 31, 2025 by the March 31, 2026 due date. The company says the delay is due to completing financial statements and that its independent registered public accounting firm needs additional time to finish the audit. SurgePays anticipates filing the Annual Report no later than the fifteenth calendar day following the prescribed filing date.

Key Figures

Period Ended: December 31, 2025 Original Filing Due Date: March 31, 2026 Anticipated Filing Window: fifteenth calendar day following prescribed date +3 more

6 metrics

Period Ended December 31, 2025 Form 10-K reporting period

Original Filing Due Date March 31, 2026 prescribed filing date for the Annual Report

Anticipated Filing Window fifteenth calendar day following prescribed date relief requested under Rule 12b-25(b)

SEC File Number 001-40992 filing header

CUSIP 86882L204 filing header

Notice Date / Signature Date March 31, 2026 date the Form 12b-25 was signed by CEO

Key Terms

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

3 terms

Rule 12b-25 regulatory

"The Registrant seeks relief pursuant to Rule 12b-25(b)"

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-K regulatory

"Annual Report on Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

independent registered public accounting firm financial

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

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: 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
		☐ 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 Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) by the March 31, 2026, filing date due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Annual Report. As a result, the Registrant is still in the process of compiling required information to complete the Annual Report and its independent registered public accounting firm requires additional time to complete its audit of the financial statements for the year ended December 31, 2025, to be incorporated in the Annual Report. The Registrant anticipates that it will file the Annual Report no later than the fifteenth 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: March 31, 2026	By:	/s/ Kevin Brian Cox
	Name:	Kevin Brian Cox
	Title:	Chief Executive Officer

FAQ

Why did SurgePays (SURG) file a Form 12b-25?

The company could not complete its 2025 Form 10-K on time due to audit and financial-statement completion delays. SurgePays states its independent registered public accounting firm requires more time to finish the audit and the registrant is still compiling required information for the Annual Report.

When does SurgePays (SURG) expect to file the delayed 2025 Form 10-K?

SurgePays expects to file the Annual Report within fifteen calendar days after the prescribed due date. That is the relief window specified under Rule 12b-25 for annual reports where the registrant demonstrates unreasonable effort or expense.

Does the Form 12b-25 indicate the delay will change reported results for SurgePays (SURG)?

No significant change in results is indicated in the notice. The form asks whether a significant change is anticipated; the box for that disclosure is present but the notice contains no affirmative quantitative earnings revision in the narrative.

Has SurgePays (SURG) filed other periodic reports over the past 12 months?

The Form 12b-25 includes the question about filing other periodic reports in the prior 12 months and provides a Yes/No option. The notice does not attach additional missing-report specifics in the narrative excerpt.

Who signed the late-filing notice for SurgePays (SURG)?

The Form 12b-25 is signed by Kevin Brian Cox, Chief Executive Officer. The signature block shows the date of the notification as March 31, 2026 and lists a contact telephone number in the filing.