urban-gro (UGRO) files Form 12b-25 notifying delay in 2025 10-K

Rhea-AI Filing Summary

urban-gro, Inc. submitted a Form 12b-25 notification stating it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025. The company says additional time is needed to complete compilation and permit its independent registered public accounting firm to finish review; the report will be filed on or before the fifteenth calendar day following the prescribed due date.

Key Figures

Report period: December 31, 2025 Filing relief window: 15 calendar days Notification date: March 31, 2026 +3 more

6 metrics

Report period December 31, 2025 Annual period end for the delayed Form 10-K

Filing relief window 15 calendar days Allowed filing extension under Rule 12b-25(b)

Notification date March 31, 2026 Date signed by CEO Bradley Nattrass

SEC File Number 001-39933 Filing identifier on Form 12b-25

CUSIP 91704K301 CUSIP listed on the notification

Contact phone (720) 390-3880 Contact for questions about the notification

Key Terms

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

3 terms

Rule 12b-25 regulatory

"The Annual Report on Form 10-K ... cannot be filed within the prescribed time period"

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

"The Annual Report on Form 10-K for urban-gro, Inc. for the annual period 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

"to permit the Company’s independent registered public accounting firm 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
		SEC File Number 001-39933
			FORM 12b-25	CUSIP Number 91704K301
	NOTIFICATION OF LATE FILING

(Check One)	x 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:

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.

The Annual Report on Form 10-K for urban-gro, Inc. (the “Company”) for the annual period ended December 31, 2025 cannot be filed within the prescribed time period because the Company requires additional time for compilation and review to insure adequate disclosure of certain information and in order to permit the Company’s independent registered public accounting firm to complete its review of the financial statements included in the Form 10-K. The Company’s Annual Report on Form 10-K will be filed on or before the 15th calendar day following the prescribed due date.

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: March 31, 2026	By:	/s/ Bradley Nattrass
		Bradley Nattrass
		Chief Executive Officer

ATTENTION

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).

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FAQ

Why did urban-gro (UGRO) file a Form 12b-25 for its 2025 10-K?

urban-gro states it needs additional time for compilation and review, and to permit its independent registered public accounting firm to complete its review. The company will file the Annual Report on Form 10-K on or before the fifteenth calendar day following the prescribed due date.

When does urban-gro expect to file the delayed 10-K for year ended December 31, 2025?

The company says the Annual Report on Form 10-K will be filed on or before the fifteenth calendar day following the prescribed due date. The Form 12b-25 itself is signed and dated March 31, 2026 by the CEO, Bradley Nattrass.

Does the Form 12b-25 indicate a change in urban-gro's recent reporting history?

The notification does not identify any other missing periodic reports and the form answers that all required reports in the preceding 12 months have been filed. No prior delinquent filings are listed on this notification.

Who can investors contact about urban-gro's late 10-K filing?

The Form 12b-25 provides a contact: Bradley Nattrass, telephone (720) 390-3880. This is the named corporate contact for questions relating to the notification and the delayed Annual Report filing.