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| OMB Number: 3235-0058 |
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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| FORM 12b-25 | SEC FILE NUMBER | |
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| 0011-3752 | ||
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| CUSIP NUMBER |
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| NOTIFICATION OF LATE FILING | 832156103 | |
| (Check one): | ☐ | Form 10-K | ☐ | Form 20-F | ☐ | Form 11-K | ☒ | Form 10-Q | ☐ | Form 10-D | ☐ | Form N-CEN | ☐ | Form N-CSR | |||
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| For Period Ended: March 31, 2025 | ||||||||||||||
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| ☐ | Transition Report on Form 10-K | |||||||||||||||
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| ☐ | Transition Report on Form 20-F | |||||||||||||||
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| ☐ | Transition Report on Form 11-K | |||||||||||||||
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| ☐ | Transition Report on Form 10-Q | |||||||||||||||
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| For the Transition Period Ended: | ||||||||||||||
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. | |||||||||||||
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: | |||||||||||||
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| PART I — REGISTRANT INFORMATION |
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| Smith-Midland Corporation |
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| Full Name of Registrant | |||||||||||||||||
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| N/A |
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| Former Name if Applicable | |||||||||||||||||
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| P.O Box 300, 5119 Catlett Road |
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| Address of Principal Executive Office (Street and Number) | |||||||||||||||||
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| Midland, Virginia 22728 |
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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)
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| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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| ☐ | (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 |
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| (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.
Smith-Midland Corporation (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, within the prescribed time period, without unreasonable effort or expense. The Company requires additional time to complete its financial reporting close process as a result of delays in filing the Company’s Annual Report on Form 10-K (“10-K”) for the year ended December 31, 2024. The delay in filing the Form 10-K is related to additional time needed to complete its financial reporting close process as referenced in Form 12b-25 as filed on March 31, 2025. The Company anticipates to file its Annual Report on the Form 10-K in the near future, and the Form 10-Q shortly thereafter.
(Attach extra Sheets if Needed)
| PART IV — OTHER INFORMATION |
| (1) | Name and telephone number of person to contact in regard to this notification | ||||||||
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| Dominic L. Hunter |
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| 439-3266 | ||||
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| (Name) |
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| (Telephone Number) | ||||
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| (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 | ☒ |
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| The Company has not filed its Annual Report on Form 10-K for the year ended December 31, 2024, however it is anticipated to be filed in the near future. | ||||||||
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| (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 | ☐ |
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| 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.
Revenue is expected to be higher for the quarter ended March 31, 2025 than the prior year quarter ended March 31, 2024 resulting in significantly higher net income for the quarter ended March 31, 2025 than the prior year quarter ended March 31, 2024. Numbers at this time are preliminary and subject to further adjustment. | ||||||||
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| Smith-Midland Corporation |
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| (Name of Registrant as Specified in Charter) | ||||
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| has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. | ||||
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| Date: 5/15/2025 | By: | /s/ Dominic L. Hunter |
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| Name: Dominic L. Hunter |
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| Title: Chief Financial Officer |
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| 3 |