Form NT 11-K Files Dataset

The Form NT 11-K Files Dataset collects every EDGAR submission of Form NT 11-K and Form NT 11-K/A — the Rule 12b-25 notifications that issuers file with the SEC when they cannot deliver a Form 11-K employee benefit plan annual report on time. Each record is a single late-filing notification submitted on the SEC's Form 12b-25 template, identifying the plan year affected, attesting that timely filing was not possible without unreasonable effort or expense, narrating the cause of the delay, and claiming the 15-calendar-day extension that Rule 12b-25 grants when the notification is itself filed no later than one business day after the original due date. The filer is the issuer that sponsors the plan — typically a domestic Exchange Act reporting company with an ESPP, 401(k) company-stock fund, ESOP, or similar plan whose interests are registered on Form S-8 — not the plan trustee, recordkeeper, or auditor. Coverage begins in June 1994 with the EDGAR phase-in for the NT 11-K form type and runs to the present, with each record materialized as a per-accession folder containing a parsed metadata.json header and the primary Form 12b-25 disclosure document, plus any Rule 12b-25(c) accountant statement attached to the notification.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset bundles every EDGAR submission carrying form type NT 11-K (original notification) or NT 11-K/A (amendment) into a single corpus, distributed as monthly ZIP containers organized as YYYY/YYYY-MM.zip. Each archive contains a top-level YYYY-MM/ directory holding one subdirectory per accession, named with the accession number stripped of hyphens (e.g., 000113754725000097). Inside each accession folder sit a parsed submission-header file (metadata.json) and every disclosure document the registrant submitted under that accession, except image files, which are excluded by dataset design.

The underlying filing is a short statutory notice instrument, not a financial report. Its sole function is to inform the SEC, on the official Form 12b-25 template prescribed by Rule 12b-25 under the Securities Exchange Act of 1934, that the Form 11-K plan annual report cannot be filed by its due date, to state the reason for the delay, and to claim the 15-calendar-day automatic extension. NT 11-K submissions are unusually compact compared with substantive periodic filings: there is no financial-statement payload, no exhibit set comparable in size to a Form 10-K or 11-K itself, and no graphics tier. The file types found in the dataset are TXT, JSON, HTML, and PDF, although most modern records consist only of metadata.json plus a single HTML form document. Coverage begins in June 1994 — the EDGAR phase-in for the NT 11-K form type — and continues to the present; earlier paper 12b-25 notifications exist but are not part of the electronic record.

Content Structure of a Single Record

1. What one record represents

A single record is one complete EDGAR submission of either Form NT 11-K (an original notification that a Form 11-K annual report for an employee stock purchase, savings, or similar plan cannot be filed on time) or Form NT 11-K/A (an amendment to a previously filed NT 11-K). On disk, the record is materialized as a per-accession folder whose name is the EDGAR accession number with hyphens stripped (e.g. 000113754725000097). Each folder bundles a parsed submission-header file (metadata.json) together with every disclosure document the registrant submitted under that accession, except image files, which are excluded by dataset design.

2. The underlying source filing

Form NT 11-K is filed on Form 12b-25, the SEC's omnibus late-filing template. The same physical template is reused for Form NT 10-K, Form NT 10-Q, Form NT 20-F, NT 11-K, NT N-CEN, NT N-CSR, NT 10-D, and other "NT" variants; an NT 11-K submission is distinguished by (a) the EDGAR form-type code under which it is transmitted and (b) the Form 11-K checkbox being marked on the form face.

The substantive disclosure is brief. The registrant must:

• identify itself and the report and period affected;
• attest under Rule 12b-25(b) that the report could not be filed on time without unreasonable effort or expense and that the subject Form 11-K will be filed within the 15-day extension window;
• address Rule 12b-25(c) when a required accountant's or other expert's statement is unavailable;
• explain in free text the reason for the delay; and
• answer two Part IV questions about other periodic reports and about any anticipated significant change in results of operations.

When Rule 12b-25(c) is triggered — most commonly because the plan auditor cannot deliver its opinion in time — a separate statement from that third party is required as an exhibit to the notification.

3. Container layout and per-record file shape

The dataset is distributed as monthly ZIP containers organized as YYYY/YYYY-MM.zip. Each archive contains a top-level YYYY-MM/ directory holding one subdirectory per accession. Each accession folder contains at minimum:

• metadata.json — the parsed EDGAR submission header for the accession.
• The primary HTML disclosure document carrying the Form 12b-25 body, wrapped in the standard EDGAR SGML <DOCUMENT> envelope. Filenames are not standardized and follow filer-agent conventions such as form12b-25.htm, form12b-2511xklatefiling.htm, or similar variants.

NT 11-K submissions are unusually compact compared with substantive periodic filings: there is no financial-statement payload, no exhibit set comparable in size to a 10-K or 11-K itself, and no graphics tier (images are excluded). When Rule 12b-25(c) is invoked, one or more additional documents — typically a short accountant's statement from the plan's independent registered public accounting firm — appear as further HTML or TXT files alongside the primary Form 12b-25. The file-types found in the dataset are TXT, JSON, HTML, and PDF, although most modern records consist only of metadata.json plus a single HTML form document.

4. The metadata.json header

metadata.json is the parsed EDGAR submission header for the accession. It supplies the canonical filing identifiers, the registrant identifiers, and a directory of the documents that compose the submission. The fields that carry intentional, documented meaning include:

• formType — "NT 11-K" for an original notification or "NT 11-K/A" for an amendment.
• accessionNo — the canonical hyphenated EDGAR accession number (e.g. "0001137547-25-000097").
• filedAt — ISO-8601 timestamp with timezone offset recording when EDGAR accepted the submission.
• effectivenessDate — the effective date of the filing.
• periodOfReport — the plan fiscal year-end of the delayed Form 11-K (e.g. "2024-12-31" on a notification of a delayed 2024 plan-year 11-K). This is the analytical join key to the eventually-filed substantive 11-K.
• description — a free-text human description, typically along the lines of "Form NT 11-K — Notification of inability to timely file Form 11-K".
• linkToFilingDetails, linkToTxt, linkToHtml — EDGAR URLs for, respectively, the primary HTML disclosure document, the full SGML submission .txt envelope, and the EDGAR submission-index page.
• linkToXbrl — present in the schema but empty for this form type.
• documentFormatFiles[] — one entry per document in the submission, each with sequence, size (bytes, as a string), documentUrl, description, and type. The first entry is the Form 12b-25 itself (type "NT 11-K"); a trailing pseudo-entry with blank sequence and type describes the EDGAR .txt submission envelope as a whole.
• dataFiles[] — present in the schema but empty for NT 11-K, which has no structured data payload.
• seriesAndClassesContractsInformation[] — present in the schema but empty, as NT 11-K notifications do not carry investment-company series/class metadata.
• entities[] — an array of filer descriptors. Each entry holds the registrant's cik, companyName (with the EDGAR role suffix such as "(Filer)"), fileNo (the 1934-Act file number), irsNo, fiscalYearEnd (as MMDD), stateOfIncorporation (occasionally absent), act ("34" for Exchange Act filings), sic (numeric code plus industry label), filmNo (the EDGAR film number), type (form-type from the registrant's perspective), and tickers (an array of ticker symbols).
• id — an internal identifier for the record within the SEC API system.

The header is the canonical machine-readable view of the filing, suitable for indexing, joining to issuer master data, and routing extraction logic. The narrative content of the notification is not in the metadata; it lives in the HTML document that the metadata points at.

5. The primary Form 12b-25 document

The primary disclosure is a single HTML file wrapped in the standard EDGAR SGML <DOCUMENT> envelope. The envelope declares the document type, sequence, filename, and description; the <TEXT> block then holds the HTML body. A representative envelope reads:

          1
          <DOCUMENT>
        

          2
          <TYPE>NT 11-K
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>form12b-2511xklatefiling.htm
        

          5
          <DESCRIPTION>NT 11-K
        

          6
          <TEXT>
        

          7
          <html>... Form 12b-25 body ...</html>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

The HTML body reproduces the official Form 12b-25 layout, almost always rendered with inline CSS and table-based formatting by filing-agent platforms such as Workiva (Wdesk), Toppan Merrill, and Donnelley/DFIN. Checkbox glyphs are typically Unicode ballot characters (☐ for empty, ☒ for checked) or styled table cells. The body follows the form's prescribed structure in order:

• Form header — "UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549, FORM 12b-25, NOTIFICATION OF LATE FILING", followed by the SEC file number and CUSIP fields where supplied.
• Form-type checkbox row — checkboxes for Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, etc., with the Form 11-K box marked. The row also indicates whether the notification covers an annual report, transition report, or portion thereof.
• "For Period Ended" line — the plan fiscal year-end of the overdue 11-K (e.g. December 31, 2024).
• Part I — Registrant Information — the registrant's full legal name and the address of its principal executive office. This identifies the issuer that sponsors the employee plan, not the plan itself.
• Part II — Rules 12b-25(b) and (c) — three lettered attestation checkboxes covering (a) that the report could not be filed on time without unreasonable effort or expense, (b) that the registrant will file the subject Form 11-K within the 15-day extension period, and (c) that any required accountant's statement or other exhibit is attached.
• Part III — Narrative — a free-text explanation of the reason for the late filing. For NT 11-K, the narrative almost universally cites delays in obtaining plan-level data (participant records, trustee statements, contribution and distribution records) from third-party administrators, custodians, or recordkeepers, or delays in the plan auditor's ability to complete required procedures. The text is usually a single short paragraph but is the most analytically useful free-text element of the filing.
• Part IV — Other Information — the name and telephone number of a contact person, plus two yes/no questions: whether all other required periodic reports have been filed in the preceding 12 months, and whether any significant change in results of operations is anticipated relative to the corresponding prior period, with explanation when "yes".
• Signature block — the date, the signatory's typed name (typically rendered as /s/ <Name>), and the signatory's title. The signer is normally an officer of the plan sponsor — chief financial officer, controller, treasurer, vice president of human resources, or plan administrator — rather than of the plan itself.

When Rule 12b-25(c) is invoked, an attached third-party statement appears as one or more additional documents in the same accession folder, each with its own <DOCUMENT> envelope and documentFormatFiles[] entry. These attachments are typically a few sentences from the plan's independent registered public accounting firm explaining why the audit opinion cannot be timely furnished.

6. NT 11-K/A amendments

An amendment carries form type NT 11-K/A in metadata.json.formType and in the primary document's <TYPE> envelope tag. Structurally it is the same Form 12b-25 document, re-signed and re-dated, used to correct or supplement an earlier notification — for example to revise the stated reason for the delay, attach a previously omitted accountant's statement, or update registrant information. The amendment is filed under its own accession number with its own metadata record; it is not merged into the original NT 11-K folder, and there is no formal "what changed" diff inside the form. Substantive changes must be inferred by comparing the amendment narrative to the original. Amendments are linked back to their parent NT 11-K by registrant CIK and periodOfReport, since the form carries no explicit internal cross-reference to the prior accession.

7. Included content

A record includes the parsed submission header (metadata.json), the primary Form 12b-25 HTML disclosure document, and any non-image exhibits filed with the notification — most commonly the Rule 12b-25(c) accountant's statement when present. The <DOCUMENT> SGML envelope is preserved around each document, so the EDGAR <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> tags remain available to parsers that key off them.

8. Excluded or separate content

Image files (logos, scanned signatures, graphical letterheads) are excluded by construction. The full raw SGML submission envelope (.txt) for the whole accession is not separately materialized in the per-accession folder but is referenced from metadata.linkToTxt. The underlying Form 11-K plan annual report whose late filing is being notified is a separate filing under its own accession number and is not part of this dataset; an NT 11-K record describes only the notice, never the eventual substantive 11-K. The dataFiles and seriesAndClassesContractsInformation arrays appear in the metadata schema but are not populated for NT 11-K.

9. Content stability and presentation eras

The substantive content requirements of Form 12b-25 have been stable since well before EDGAR became mandatory for the NT 11-K form type in the mid-1990s. The same Parts I through IV, the same Rule 12b-25(b) and (c) attestations, and the same signature requirement have applied throughout the dataset's coverage period. Form-face revisions over the years have added checkboxes for newer report types (e.g. 10-D, N-CEN), but these affect the checkbox row at the top of the form rather than the disclosure substance of an NT 11-K notification.

Presentation has migrated through the standard EDGAR document-format eras. The earliest filings in the 1994–early-2000s window are plain ASCII text wrapped in the SGML <DOCUMENT> envelope, with checkboxes rendered as [X] or [ ] and the form's layout reproduced with whitespace and ASCII rules. From the early 2000s onward, HTML became and has remained the dominant format; modern filings are HTML with inline CSS, table-based layout, and Unicode ballot-box glyphs, produced overwhelmingly by filing-agent platforms such as Workiva, Toppan Merrill, and DFIN. PDF documents appear in a small minority of records.

10. Interpretation and extraction notes

Several practical points matter for downstream analysis:

• Period semantics. periodOfReport is the plan year-end of the delayed Form 11-K, not the date the notification was filed. It is the natural join key linking an NT 11-K to the eventually-filed substantive 11-K.
• Plan identification. The signatory is an officer of the plan sponsor; the plan itself is named only inside the Part III narrative. Extracting the plan name typically requires parsing that free-text block, since it does not appear in any structured metadata field.
• Rule 12b-25(c) detection. A checked Rule 12b-25(c) box is a reliable signal that an accountant's statement exhibit should be present. If the box is checked but no second document accompanies the primary form, the exhibit was likely embedded as a section inside the primary HTML rather than filed as a separate document.
• Filename non-stationarity. Document filenames vary widely. Parsers should rely on documentFormatFiles[].type and the SGML <TYPE> tag rather than filename patterns to identify the primary Form 12b-25 versus attached exhibits.
• Checkbox extraction. Because checkbox state in modern filings is rendered via Unicode glyphs or styled table cells rather than form-field controls, reliably extracting which Part II boxes are checked requires glyph-aware text extraction or a structural HTML parser sensitive to filer-agent template conventions. In the earliest ASCII-era filings, the same information is encoded as [X] versus [ ] tokens.
• Amendment chaining. NT 11-K/A records are independent accessions with no internal pointer to the prior filing; chaining them to the parent NT 11-K (and onward to the eventual 11-K) requires keying on registrant CIK and periodOfReport.
• Narrative as signal. Part III is short but consistently the richest extraction target — it carries the stated cause of delay, frequently names the third party responsible (auditor, trustee, recordkeeper), and often telegraphs whether the 15-day extension will be sufficient.

Who Files or Publishes This Dataset, and When

Who files the record

The filer is the issuer that sponsors the plan, not the plan trustee, recordkeeper, administrator, or auditor. The issuer's CIK appears on the submission header; the affected plan is identified in Part III. In a minority of cases a plan has been assigned its own EDGAR identifier for 11-K reporting and appears as the registrant, but operational responsibility still rests with the sponsoring issuer.

Typical filers include:

• Domestic Exchange Act reporting issuers whose 401(k), thrift, profit-sharing, or other defined-contribution plans hold employer stock, with plan interests registered on Form S-8.
• Issuers sponsoring employee stock purchase plans (ESPPs) where the plan itself is the registered offering vehicle.
• Bank and bank holding company registrants with ESOPs or KSOPs holding employer securities — a notably large slice of the sample, weighted toward small and mid-cap community banks.
• Successor issuers that have assumed an 11-K obligation through merger, spin-off, or plan assumption.

Out of scope:

• Foreign private issuers, which do not file Form 11-K.
• Investment companies registered under the 1940 Act, which report under a separate regime.
• Private companies with employee plans whose plan interests were never registered on Form S-8.

When the record is created

The trigger is a missed (or about-to-be-missed) Form 11-K deadline.

Form 11-K is due within 180 days after the plan's fiscal year-end — on or about June 29 for a calendar-year plan. To invoke Rule 12b-25 under the Securities Exchange Act of 1934, the registrant must file the NT 11-K notification no later than one business day after that original due date. Filing outside that one-business-day window forfeits the rule's relief; the Form 11-K is simply late.

A timely NT 11-K secures an automatic 15-calendar-day extension: the Form 11-K is deemed timely if filed within 15 days of the original deadline (around July 14 for a calendar-year plan). Only one such extension is available per late report.

The notification must include the registrant's representation that the Form 11-K could not be filed on time "without unreasonable effort or expense." Part III narrates the cause of delay — most commonly an incomplete plan audit, late trustee or recordkeeper data, or a pending auditor's opinion. When the delay is attributable to a third party (typically the plan auditor), Rule 12b-25(c) requires that party's signed statement, which is attached to the NT 11-K or added later by amendment.

In dataset fields, periodOfReport is the plan year-end being reported (e.g., 2024-12-31); filedAt should fall roughly 180 days plus zero or one business day after that date for a properly timed notification.

Amendments (NT 11-K/A)

An NT 11-K/A typically adds the Rule 12b-25(c) accountant's statement that was not ready at first filing, revises the Part III narrative, or fixes administrative errors (wrong period, plan name, signatory, or checkbox responses). An amendment does not extend the deadline further than the original notification already did.

Important distinctions

• NT 11-K vs. Form 11-K. NT 11-K is only the late-filing notice. The annual report itself is a separate filing made within the 15-day extension window.
• NT 11-K vs. NT 10-K / NT 10-Q / NT 20-F. All are Form 12b-25 notifications, but each is keyed to a specific underlying report. An issuer late on both its 10-K and its 11-K must file separate notifications; the Part IV "other late reports" checkbox does not substitute.
• Issuer vs. plan as filer. The CIK on record is generally the issuer's, even though Form 11-K is nominally the plan's annual report. Some plans carry their own EDGAR identifiers and appear as the registrant in metadata.
• Plan auditor, not issuer auditor. Any Rule 12b-25(c) statement attached is from the auditor of the plan's financial statements (often the same firm as the issuer's auditor, in a different engagement role).
• Successor entities. When a plan is assumed in a corporate transaction, the successor inherits the 11-K obligation; historical records may show the NT 11-K and the Form 11-K for a single plan year under different CIKs.
• ERISA Form 5500 is separate. Filed with the Department of Labor, it has its own deadlines. NT 11-K does not affect Form 5500, and vice versa.
• Voluntary in form, not in practice. A registrant could file Form 11-K late without filing NT 11-K, but would forfeit deemed-timely treatment and the downstream eligibility benefits (e.g., short-form registration) that depend on timely filing of all required reports.
• Pre-EDGAR coverage. The dataset begins in June 1994 with the EDGAR phase-in. Earlier paper 12b-25 notifications exist but are not part of the electronic record.

How This Dataset Differs From Similar Datasets or Filings

Form NT 11-K sits at the intersection of two SEC record families: Rule 12b-25 late-filing notifications (the "NT" forms) and employee benefit plan disclosures (Form 11-K, and on the DOL side, Form 5500). The comparisons below isolate the records most likely to be confused with, or used alongside, Form NT 11-K.

Form 11-K (the underlying annual report)

Form 11-K is the substantive annual report for employee stock purchase, savings, and similar plans subject to Section 15(d) of the Exchange Act. It carries audited plan financial statements, schedules of investments, participant data, and the plan auditor's opinion. Form NT 11-K is the procedural placeholder filed when that 11-K cannot be submitted on time.

The two are content-wise inverse. An 11-K runs to hundreds of pages of audited financial detail; an NT 11-K typically runs a few pages and contains only registrant identification, a narrative reason for the delay, the Rule 12b-25 "unreasonable effort or expense" representation, and sometimes an attached letter from the plan auditor. Use 11-K to study plan financials; use NT 11-K to study filing delinquency, audit delays, and plan-administrator behavior.

Form NT 10-K and Form NT 10-Q (parallel late-notices)

These are the most structurally similar records to NT 11-K. All three are filed under Rule 12b-25 on the same underlying Form 12b-25 template, with a checkbox identifying which periodic report is delayed. They share the same legal mechanism, the same representations, and the same Part III narrative structure.

The meaningful differences are:

• Extension length. NT 10-K and NT 11-K each grant 15 calendar days; NT 10-Q grants only 5.
• Trigger population. NT 10-K and NT 10-Q are filed by thousands of operating companies; NT 11-K is filed only by registrants with active Exchange Act–registered employee benefit plans, yielding a much smaller corpus over the dataset's June-1994-to-present span.
• Cause profile. Delays behind NT 11-K typically stem from plan auditor capacity, custodian data delivery, or ERISA-related scope issues, not the restatements, control deficiencies, or going-concern questions that dominate NT 10-K and NT 10-Q narratives.

Form NT 20-F (foreign private issuer late-notice)

NT 20-F is the Rule 12b-25 notification for foreign private issuers unable to timely file Form 20-F. It shares the legal framework, the 15-day extension, and the basic structure with NT 11-K. The difference is the reporting track: NT 20-F belongs to the foreign private issuer regime (20-F, 6-K, 40-F), while NT 11-K belongs to the employee benefit plan regime. Filer populations essentially do not overlap.

Form 12b-25 (the master form) and the broader NT family

Rule 12b-25 prescribes a single notification form — "Form 12b-25" — and every NT-prefixed submission (NT 10-K, NT 10-Q, NT 11-K, NT 20-F, NT 10-D, NT-NCEN, NT-NSAR, and others) is that one form filed against a different underlying periodic report. NT 11-K is the slice tied specifically to Form 11-K. For a full late-filing picture across all reporting tracks, combine NT 11-K with its sibling NT datasets; for plan-level audit and administrative friction alone, NT 11-K stands on its own.

Form NT 11-K/A (amendments)

NT 11-K/A filings amend a prior NT 11-K — usually to correct a representation, expand the explanation, or attach a previously omitted auditor letter. They are bundled into this dataset under the NT 11-K/A form type rather than treated separately. A NT 11-K/A accession modifies, not initiates, a notification.

Form 5500 (DOL/ERISA plan annual report)

Form 5500 is the ERISA annual report filed with the Department of Labor (jointly administered with the IRS and PBGC) and covers substantially the same plans as Form 11-K, including audited financials for large plans. The overlap with the 11-K universe is real but the systems are separate:

• Jurisdiction. Form 5500 is a DOL/ERISA filing, not an SEC filing. It lives in EFAST2, not EDGAR.
• Filer scope. Form 5500 is filed for every covered plan; Form 11-K is filed only for plans whose interests are Exchange Act–registered securities — a much smaller subset.
• Extension mechanism. Form 5500 extensions are requested via IRS Form 5558, not Rule 12b-25. NT 11-K has no DOL counterpart.

A researcher tracking a specific plan's full reporting record may need both EDGAR (11-K, NT 11-K) and EFAST2 (Form 5500) data, but the agencies, deadlines, and content models do not align and the datasets are not substitutes.

What makes the Form NT 11-K dataset distinct

Form NT 11-K is narrow by construction: late-notice filings tied to one specific annual report (Form 11-K), filed by a small subset of registrants (those with Exchange Act–registered employee benefit plan interests), under one specific rule (Rule 12b-25), conveying one specific signal (a 15-day extension and a reason for delay). It is not a financial statements dataset and not a substitute for either Form 11-K or Form 5500.

Its analytical value sits in three places no neighboring dataset offers: (1) early detection of plan audit or administrative problems before the substantive 11-K arrives, (2) a longitudinal record of plan-level delinquency separable from corporate NT 10-K and NT 10-Q delinquency, and (3) the narrative reasons — and occasional auditor letters — explaining why plan financials could not be delivered on time.

Who Uses This Dataset

Form NT 11-K notifies the SEC that an issuer cannot file its Form 11-K benefit-plan annual report on time and states why. The dataset draws a narrow professional audience that reads these notifications as both a procedural record and an early-warning signal.

SEC reporting and disclosure controls teams

Reporting managers at issuers sponsoring ESPPs, 401(k) plans with company-stock funds, and other ERISA plans use the dataset to benchmark Rule 12b-25 drafting. They focus on the reason for delay, the unreasonable-effort-or-expense representation, and any attached third-party statement. Their own CIK and amendment history (NT 11-K/A) anchor an internal log of when extensions were used and how explanations evolved.

Securities counsel

Outside and in-house disclosure attorneys consult the population of reasons for delay (auditor delays, recordkeeper transitions, plan accounting issues from corporate events) to shape client notifications and responses to staff comments. The reason field, period of report, and attached auditor statements drive their drafting.

ERISA counsel

ERISA attorneys advising plan administrative committees use the dataset to document fiduciary process around missed deadlines. They mine the reason field for delays tied to IQPA scheduling, plan-level recordkeeping, or company-stock fund valuation.

Benefit-plan audit practices

Audit partners and managers track delays attributable to audit scheduling, scope changes, or restatements of plan financials. The attached third-party auditor statement, the registrant CIK, and the frequency of NT 11-K plus NT 11-K/A filings inform staffing decisions and internal quality review.

Plan administrators, trustees, and recordkeepers

Operations leaders at third-party administrators monitor how often serviced plans appear in the dataset and how sponsors describe the cause. They watch the reason field for references to system migrations, blackout periods, valuation cutoffs, or custodian data delays, feeding service-level reviews and client post-mortems.

Investor relations

IR teams pair their own filing history with peer behavior on the same period of report to prepare analyst Q&A and decide whether a Form 8-K or press release should accompany the notification. CIK, period, and reason text drive the talking points.

Forensic accountants and short-side analysts

Forensic and short-biased analysts treat repeat NT 11-K filings, late-stage amendments, and reasons hinting at control weaknesses or auditor disputes as red flags. They join CIK, period of report, amendment history, and reason text to build watchlists and correlate plan-level friction with broader reporting concerns.

Governance researchers

Academics and governance researchers study audit delay, disclosure timeliness, and ERISA compliance using the dataset's structured reason distributions, third-party statement prevalence, and rate at which extensions yield timely 11-K filings versus further amendments. Coverage back to 1994 supports longitudinal work.

Credit and fundamental analysts

Credit and equity analysts covering issuers with material employee-ownership components flag recurring NT 11-K delays, especially those with third-party statements citing scope or independence issues. CIK linkage aligns these events with the issuer's other filings to score overall reporting hygiene.

Financial data engineers

Pipeline engineers use the metadata, accession numbers, and form-type tagging to ensure NT 11-K coverage in late-filing surveillance systems. RAG/LLM teams ingest the TXT, HTML, and PDF documents to support natural-language queries on historical reasons, third-party statements, and amendment patterns.

Market surveillance teams

Quant and event-driven teams use period of report, filing date, amendment status, and reason text to build issuer-level late-filing intensity measures and peer-relative timeliness features for reporting-risk models.

Synthesis

Across these users, a small set of fields does the work: CIK, period of report, reason for delay, attached third-party statements, and amendment history. Together they turn a procedural late-filing notice into a usable input for drafting, monitoring, and research.

Specific Use Cases

The use cases below describe concrete workflows built directly on the dataset's records — metadata.json headers, the primary Form 12b-25 HTML body, and any attached Rule 12b-25(c) accountant statement.

Building an issuer-level history of late benefit-plan reports

Group records by entities[].cik and order by periodOfReport to assemble a per-issuer timeline of NT 11-K and NT 11-K/A filings across plan years. The output is a delinquency ledger keyed on registrant and plan year that supports staff-comment preparation, reporting-hygiene scoring for credit and equity analysts, and internal compliance dashboards that flag issuers using the 15-day extension in consecutive plan years.

Detecting recurring auditor and recordkeeper delays

Parse the Part III narrative for named third parties (independent registered public accounting firms, trustees, custodians, recordkeepers, transfer agents) and combine with the presence of a Rule 12b-25(c) accountant statement exhibit. Aggregating named entities across the corpus produces a ranked list of service providers most frequently cited in late-filing narratives, which audit practices use for staffing and quality review and which recordkeeper operations teams use to drive service-level post-mortems.

Peer-language database for Rule 12b-25 drafting

Extract the Part III reason text and any Rule 12b-25(c) attachments, then index by plan-year, SIC code (from entities[].sic), and reason category (auditor capacity, custodian data delivery, plan accounting from M&A, valuation cutoffs, system migrations). Disclosure counsel queries this corpus when drafting a client notification or responding to staff comments, retrieving precedent language from comparable issuers on the same periodOfReport.

Early-warning signal for short and governance research

Treat repeat NT 11-K filings, NT 11-K/A amendments to a single plan year, and narrative phrases pointing to control weaknesses, restatements, or auditor independence issues as red flags. Joining CIK and periodOfReport to the eventual 11-K (or its absence past the 15-day window) lets event-driven and forensic analysts build watchlists that surface plan-level friction weeks before substantive disclosure and correlate it with the issuer's 10-K and 8-K activity.

Training and fine-tuning LLMs on Rule 12b-25 disclosures

The TXT, HTML, and PDF documents across the dataset's span from 1994 to present form a clean, narrow corpus for fine-tuning extraction models that classify reason categories, identify the responsible third party, detect whether the Rule 12b-25(c) box is checked, and decide whether an attached accountant statement is present versus embedded in the primary HTML. The same corpus supports RAG systems that answer natural-language questions about historical delay reasons and amendment patterns.

Quantitative late-filing intensity features

Combine filedAt, periodOfReport, formType (original versus amendment), and entities[].cik to construct issuer-level features such as days-late distribution, extension-use frequency, and amendment ratio per plan year. These feed reporting-risk models, peer-relative timeliness scores, and surveillance alerts that fire when an issuer's NT 11-K behavior deviates from its industry cohort on the same plan year-end.

Dataset Access

The dataset is accessible through a JSON index endpoint and two download endpoints. The JSON index returns dataset metadata and the list of available container files. The download endpoints return either the full dataset archive or a single container archive.

Dataset Index JSON API: https://api.sec-api.io/datasets/form-nt-11k-files.json

This endpoint returns dataset-level metadata (name, description, last updated timestamp, earliest sample date, total records, total size, covered form types, container format, and file types) along with the download URL for the full dataset and the list of individual container files. Each container entry includes its key, size, record count, last updated timestamp, and direct download URL. Poll this endpoint to detect which containers were refreshed in the most recent update run and download only those that changed. This endpoint does not require an API key.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-698d-b284-fadddf6f610d",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-nt-11k-files.zip",
        

          4
            "name": "Form NT 11-K Files Dataset",
        

          5
            "updatedAt": "2026-04-15T11:55:06.267Z",
        

          6
            "earliestSampleDate": "1994-06-01",
        

          7
            "totalRecords": 1813,
        

          8
            "totalSize": 7631005,
        

          9
            "formTypes": ["NT 11-K", "NT 11-K/A"],
        

          10
            "containerFormat": "ZIP",
        

          11
            "fileTypes": ["TXT", "JSON", "HTML", "PDF"],
        

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-nt-11k-files/2026/2026-04.zip",
        

          15
                "key": "2026/2026-04.zip",
        

          16
                "size": 124583,
        

          17
                "records": 21,
        

          18
                "updatedAt": "2026-04-15T11:55:06.267Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-nt-11k-files.zip?token=YOUR_API_KEY

Downloads the complete dataset as a single ZIP archive containing all Form NT 11-K and NT 11-K/A filings from June 1994 to present. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-nt-11k-files/2026/2026-04.zip?token=YOUR_API_KEY

Downloads one monthly container archive instead of the full dataset. Use the container keys returned by the index endpoint to construct the URL for any specific month. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers Form NT 11-K and its amendments, Form NT 11-K/A — the Rule 12b-25 notifications filed on the SEC's Form 12b-25 template when a registrant cannot timely file its Form 11-K employee benefit plan annual report. It does not contain the underlying Form 11-K plan annual reports themselves, which are separate filings under their own accession numbers.

What does one record in this dataset represent?

One record is a single EDGAR accession — one Form NT 11-K or NT 11-K/A submission — materialized as a per-accession folder containing a parsed metadata.json header, the primary Form 12b-25 HTML disclosure document, and any non-image exhibits such as a Rule 12b-25(c) accountant's statement. Folder names use the EDGAR accession number with hyphens stripped (e.g., 000113754725000097).

Who is required to file Form NT 11-K?

The filer is the issuer that sponsors an Exchange Act–registered employee benefit plan — typically a domestic reporting company with a 401(k) or thrift plan holding employer stock, an ESPP, or an ESOP/KSOP. The filer is the plan sponsor, not the plan trustee, recordkeeper, administrator, or auditor. Foreign private issuers, 1940-Act investment companies, and private companies whose plan interests were never registered on Form S-8 are out of scope.

When must Form NT 11-K be filed, and what extension does it grant?

Form 11-K is due within 180 days after the plan's fiscal year-end (on or about June 29 for a calendar-year plan). To invoke Rule 12b-25, the registrant must file the NT 11-K notification no later than one business day after that original due date. A timely NT 11-K grants an automatic 15-calendar-day extension, deeming the Form 11-K timely if filed within that window; only one such extension is available per late report.

How does this dataset differ from the Form NT 10-K dataset?

Both are Rule 12b-25 notifications filed on the same Form 12b-25 template, but each is keyed to a different underlying report. NT 10-K covers late annual reports for operating companies and is filed by thousands of registrants; NT 11-K covers late employee benefit plan annual reports and is filed only by the much smaller subset of registrants with Exchange Act–registered plan interests. The cause profile also differs: NT 11-K narratives typically cite plan auditor capacity, custodian data delivery, or ERISA scope issues rather than restatements or control deficiencies.

What file format is the dataset distributed in?

The dataset is distributed as monthly ZIP containers organized as YYYY/YYYY-MM.zip, each containing one subdirectory per accession. File types within the archives are JSON (for metadata.json), HTML (the dominant format for the Form 12b-25 body since the early 2000s), TXT (used by the earliest ASCII-era filings and occasionally by attached exhibits), and PDF (a small minority of records). Image files are excluded by design.

What time period does the dataset cover?

Coverage begins in June 1994 — the EDGAR phase-in for the NT 11-K form type — and continues to the present, with new monthly containers added as filings arrive. Earlier paper Form 12b-25 notifications exist in SEC archives but are not part of the electronic record and are not included in this dataset.