U.S. Global Investors Amends 10-K for Certification Date Correction

TL;DR

**GROW's 10-K/A is a non-event, just a paperwork fix for SOX certification dates; don't expect any market-moving news.**

AI Summary

U.S. Global Investors, Inc. (GROW) filed a Form 10-K/A on September 18, 2025, solely to correct the dates on the Section 906 Sarbanes-Oxley Act certifications of its Chief Executive Officer and Chief Financial Officer, which were incorrect in the original Form 10-K filed on September 8, 2025. This amendment does not introduce any new financial data, business changes, or risk factors beyond the original filing. The aggregate market value of the 10,059,960 shares of nonvoting Class A common stock held by nonaffiliates was $24,546,302 as of December 31, 2024. As of August 21, 2025, there were 10,893,122 shares of Class A nonvoting common stock outstanding and 2,068,549 shares of Class C voting common stock outstanding. The company's auditor is Grant Thornton LLP, with PCAOB ID# 248. No other changes were made to the original filing, and it does not reflect events subsequent to the initial filing date.

Why It Matters

This 10-K/A filing from U.S. Global Investors (GROW) is a technical correction, specifically addressing incorrect dates on Sarbanes-Oxley certifications. For investors, this means no new financial or operational information is being disclosed, and the core business outlook remains unchanged from the original September 8, 2025 filing. While seemingly minor, accurate certifications are crucial for regulatory compliance and investor confidence, ensuring the integrity of executive attestations. In a competitive asset management landscape, even small compliance missteps can draw scrutiny, though this particular amendment is a straightforward fix.

Risk Assessment

Risk Level: low — The risk level is low because this 10-K/A filing is solely for correcting administrative dates on Section 906 certifications, as explicitly stated in the 'Explanatory Note.' No financial statements, business operations, or other substantive disclosures from the original Form 10-K are being amended, indicating no new operational or financial risks.

Analyst Insight

Investors should view this 10-K/A as a routine administrative update and not a signal for any fundamental change in U.S. Global Investors' (GROW) business or financial health. No immediate action is required based on this filing, but investors should ensure they have reviewed the original Form 10-K for substantive information.

Key Numbers

• $24.5M — Aggregate market value of nonvoting Class A common stock (As of December 31, 2024, for 10,059,960 shares held by nonaffiliates.)
• 10,893,122 — Class A nonvoting common stock outstanding (As of August 21, 2025.)
• 2,068,549 — Class C voting common stock outstanding (As of August 21, 2025.)
• September 18, 2025 — Filing date of 10-K/A (Date the amendment was filed to correct certification dates.)
• September 8, 2025 — Original 10-K filing date (Date of the initial filing that contained incorrect certification dates.)

Key Players & Entities

• U.S. Global Investors, Inc. (company) — Registrant
• Frank E. Holmes (person) — Chief Executive Officer and Chief Investment Officer
• Lisa C. Callicotte (person) — Chief Financial Officer
• Grant Thornton LLP (company) — Independent Registered Public Accounting Firm
• SEC (regulator) — Securities and Exchange Commission
• $24,546,302 (dollar_amount) — Aggregate market value of nonvoting Class A common stock held by nonaffiliates as of December 31, 2024
• NASDAQ Capital Market (regulator) — Exchange where Class A common stock is registered
• Sarbanes-Oxley Act of 2002 (regulator) — Act requiring certifications

FAQ

Industry Context

U.S. Global Investors, Inc. operates within the asset management industry, specifically focusing on investment funds. This sector is characterized by intense competition, evolving regulatory landscapes, and the need for strong performance to attract and retain assets under management. Trends include a shift towards passive investing, increasing demand for specialized and thematic funds, and the ongoing impact of technology on distribution and client service.

Regulatory Implications

The filing of a 10-K/A for corrected certification dates, while minor, underscores the importance of strict adherence to SEC filing requirements and the Sarbanes-Oxley Act. Failure to maintain procedural accuracy can lead to scrutiny, although in this case, the amendment appears to be a straightforward correction without substantive financial implications.

What Investors Should Do

1. Review the original 10-K filing for substantive financial and business information, as this 10-K/A is purely a correction of certification dates.
2. Note that the market value of nonvoting Class A common stock was $24.5M as of December 31, 2024, and monitor future filings for changes in this valuation.
3. Understand the share structure, with 10,893,122 Class A nonvoting shares and 2,068,549 Class C voting shares outstanding as of August 21, 2025, to gauge potential control and influence.

Key Dates

• 2025-09-18: Filing of Form 10-K/A — This amendment was filed solely to correct the dates on the Section 906 Sarbanes-Oxley Act certifications of the CEO and CFO, which were incorrect in the original filing. It does not introduce new financial data or business changes.
• 2025-09-08: Original Form 10-K filing — The initial filing contained incorrect dates on the CEO and CFO certifications, necessitating the subsequent amendment.
• 2024-12-31: Valuation date for nonvoting Class A common stock — The aggregate market value of nonvoting Class A common stock held by nonaffiliates was $24,546,302 as of this date.
• 2025-08-21: Outstanding shares count date — As of this date, there were 10,893,122 shares of Class A nonvoting common stock and 2,068,549 shares of Class C voting common stock outstanding.

Glossary

Form 10-K/A

An amended annual report filed with the U.S. Securities and Exchange Commission (SEC) to correct or supplement information previously filed in a Form 10-K. (This filing is an amendment to correct specific dates in the original 10-K, indicating a minor administrative correction rather than a change in financial performance or business operations.)

Sarbanes-Oxley Act certifications

Required certifications by a company's CEO and CFO under the Sarbanes-Oxley Act of 2002, attesting to the accuracy of financial reports. (The incorrect dates on these certifications were the sole reason for the 10-K/A filing, highlighting the importance of procedural accuracy in financial reporting.)

Nonvoting Class A common stock

A class of common stock that does not grant shareholders voting rights in company decisions. (The market value of this stock held by nonaffiliates was $24,546,302 as of December 31, 2024, providing a snapshot of a portion of the company's equity valuation.)

Class C voting common stock

A class of common stock that grants shareholders voting rights in company decisions. (The number of outstanding shares of this class (2,068,549 as of August 21, 2025) indicates the voting power structure within the company.)

Year-Over-Year Comparison

This Form 10-K/A is an amendment to a prior filing and does not contain new financial data or operational updates. Therefore, a comparison of key metrics like revenue growth, margins, or assets against a previous year's performance is not applicable based on this specific amendment. The amendment's sole purpose was to correct administrative details regarding the dates of CEO and CFO certifications.

Key Financial Figures

• $0.025 — ch registered Class A common stock, $0.025 par value per share GROW NASDAQ Capi
• $997 — mon stock in a private transaction) was $997. For purposes of this disclosure only,

Filing Documents

• usglobal20250630_10ka.htm (10-K/A) — 66KB
• ex_861884.htm (EX-31.2) — 22KB
• ex_861885.htm (EX-32.2) — 8KB
• logo.jpg (GRAPHIC) — 6KB
• 0001437749-25-029386.txt ( ) — 327KB
• grow-20250630.xsd (EX-101.SCH) — 5KB
• grow-20250630_def.xml (EX-101.DEF) — 17KB
• grow-20250630_lab.xml (EX-101.LAB) — 35KB
• grow-20250630_pre.xml (EX-101.PRE) — 19KB
• usglobal20250630_10ka_htm.xml (XML) — 6KB

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Amendment No. 1: 3. Exhibits 3.1 Fourth Restated and Amended Articles of Incorporation of Company, incorporated by reference to the Company ' s Form 10-Q for the quarter ended March 31, 2007 (EDGAR Accession Number 000095134-07-010817) 3.2 Amended and Restated By-Laws of Company, incorporated by reference to Exhibit 3.02 of the Company ' s Form 8-K filed on November 8, 2006, (EDGAR Accession Number 0000754811-06-000076) 4.1 Description of Capital Stock, incorporated by reference to the Company ' s Form 10-K for the year ended June 30, 2019 (Edgar Accession No. 0001185185-19-001226) 10.1 Advisory Agreement with U.S. Global Investors Funds, dated October 1, 2008, incorporated by reference to Post-Effective Amendment 100 filed October 1, 2008 (EDGAR Accession No. 0000950134-08-017422) 10.2 Distribution Agreement dated December 10, 2015, by and between U.S. Global Investors Funds and Foreside Fund Services, LLC, incorporated by reference to the Company ' s Form 10-Q for the quarter ended December 31, 2015, filed February 12, 2016 (EDGAR Accession No. 0001185185-16-003686) 10.3 Novation to the Distribution Agreement dated December 10, 2015, by and between U.S. Global Investors Funds and Foreside Fund Services, LLC, incorporated by reference to U.S. Global Investors Funds, Post-Effective Amendment No. 127, filed April 28, 2017 (EDGAR Accession No. 0001398344-17-005412) 10.4 Distribution Services Agreement dated December 10, 2015, by and between U.S. Global Investors, Inc. and Foreside Fund Services, LLC, incorporated by reference to the Company ' s Form 10-Q for the quarter ended December 31, 2015, filed February 12, 2016 (EDGAR Accession No. 0001185185-16-003686) 10.5 Amended and Restated Administrative Services Agreement dated December 9, 2015, by and between U.S. Global Investors Funds and U.S. Global Investors, Inc., incorporated by refe

Signatures

Signatures Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. U.S. Global Investors, Inc. By: /s/ Frank E. Holmes Frank E. Holmes Date: September 18, 2025 Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity in which signed Date /s/ Frank E. Holmes Frank E. Holmes Chief Executive Officer Chief Investment Officer Director September 18, 2025 /s/ Thomas F. Lydon, Jr. Thomas F. Lydon, Jr. Director September 18, 2025 /s/ Jerold H. Rubinstein Jerold H. Rubinstein Chairman, Board of Directors September 18, 2025 /s/ Roy D. Terracina Roy D. Terracina Director September 18, 2025 /s/ Bobby D. Duncan Bobby D. Duncan Director September 18, 2025 /s/ Lisa C. Callicotte Lisa C. Callicotte Chief Financial Officer September 18, 2025

View Full Filing

View this 10-K/A filing on SEC EDGAR