U S GLOBAL INVESTORS INC 8-K

What Happened

• U S Global Investors, Inc. (GROW) announced on June 2, 2026 that its Audit Committee (in consultation with management) concluded the Form 10-Q filed May 13, 2026 for the quarter and nine months ended March 31, 2026 should no longer be relied upon. The issue arose from a spreadsheet formula omission that excluded a component of shares when calculating weighted‑average common shares used for EPS.
• The error understates weighted‑average shares by 702,484 shares for the three months ended March 31, 2026 and 230,743 shares for the nine months ended March 31, 2026, which caused previously reported basic and diluted EPS to be overstated by $0.02 (three months) and $0.01 (nine months). The company will file an amended Form 10‑Q (Form 10‑Q/A) to restate the affected disclosures.

Key Details

• Audit Committee concluded non‑reliance on the Original Form 10‑Q on May 29, 2026; Original Form 10‑Q was filed May 13, 2026.
• The error affected EPS presentation and related MD&A per‑share discussion but did not affect revenues, expenses, net income (loss), cash flows, balance sheet totals, or shares outstanding at period end.
• Management identified a material weakness in internal control over financial reporting tied to review controls over the weighted‑average shares calculation and is implementing enhanced spreadsheet review and formula‑integrity controls.
• The Audit Committee discussed the matter with the company’s independent auditor, Grant Thornton LLP. A press release dated June 1, 2026 accompanies the filing.

Why It Matters

• For investors, the correction changes reported EPS by small amounts ($0.02 and $0.01) but affects reported per‑share metrics and any communications or analyses based on the original Form 10‑Q. Prior press releases, earnings releases, or investor presentations using those EPS figures should no longer be relied upon.
• The identification of a material weakness signals a lapse in controls that the company must remediate; investors should watch for the amended 10‑Q and updates on remediation steps and any auditor feedback.