Norris Industries, Inc. 8-K

What Happened Norris Industries, Inc. (NRIS) filed an 8-K on Feb. 18, 2026 after receiving a letter from its former auditor, BDO USA, P.C., dated Feb. 12, 2026. BDO told the company’s board it believes the historical accounting classification of the company’s Class A Preferred Stock was incorrect and stated that the company’s previously issued financial statements for the fiscal years ended Feb. 28, 2025 and Feb. 29, 2024 should no longer be relied upon. Norris historically presented the Preferred Stock within permanent equity for fiscal years 2018 through 2025.

Key Details

• BDO’s letter to the Board: dated Feb. 12, 2026; included as Exhibit 10.1 to the 8-K.
• Auditor concern: BDO concluded the historical accounting treatment of the Class A Preferred Stock was incorrect.
• Impacted periods called into question: fiscal years ended Feb. 28, 2025 and Feb. 29, 2024.
• Company response: the Board is evaluating BDO’s views, has not concluded the financial statements should be restated or deemed unreliable, and plans to (a) provide both perspectives to any new auditor and (b) engage an independent accounting advisory firm.
• Additional fact: the Preferred Stock was contributed back to the company’s capital and subsequently cancelled; the cancellation does not resolve the historical accounting issue.

Why It Matters This filing signals a potential accounting disagreement between Norris and its former auditor that could lead to restatements or revisions of recent annual financial statements. Classification of the Preferred Stock (equity vs. liability) affects balance sheet presentation and could influence reported shareholders’ equity, leverage ratios and, depending on the correction, income statement items. Investors should monitor follow-up disclosures — including the company’s Board conclusions, any new auditor’s assessment, and whether restatements or SEC filings are required — because those outcomes could materially affect how past results are interpreted.