17 companies said their own numbers can't be relied on

There is one SEC filing whose entire purpose is to tell you that numbers you have already read are wrong. It is Form 8-K, Item 4.02 — Non-Reliance on Previously Issued Financial Statements.

A company files it when it concludes, or its auditor concludes, that accounts it already published should not be used any more. It is the most direct statement a public company can make about the quality of its own reporting.

Between 15 July and 25 August 2026, seventeen companies filed one.

Who they were

Nineteen filings, seventeen companies — American Resources and Northann each filed twice.

None of them was large. Public float is a number companies put on the cover of their own annual report, so it needs no estimating. The largest among these seventeen was $79 million.

The trap in finding them

This matters more than it looks, because of how you would naturally search.

EDGAR has a full-text search. Ask it for 8-K filings containing “Item 4.02” over this window and it returns 23 unique documents. Four of them never reported an Item 4.02 at all — the phrase appears somewhere in the text or an exhibit.

And the false positives are not random.

Martin Marietta is an S&P 500 aggregates producer with a public float of $28.8 billion — about 365 times the largest company that actually filed one. A screen built on the search text would have reported that Martin Marietta announced a restatement. It did not.

The item list on the filing is a structured field. The body text is not. We check the field, and this is the second time this month that the distinction has changed an answer.

What actually went wrong

“A restatement” is not one thing. Reading all nineteen, the reasons fall into groups that carry very different weight.

The bottom row is worth sitting with. Brownie’s Marine Group told the SEC that its principal error “resulted from the use of financial information from an incorrect reporting year” in preparing its results. Capstone Holding restated because the weighted average share count was wrong.

The one that put numbers on it

Most Item 4.02 filings say the effect is still being determined. BayFirst Financial, a Nasdaq-listed bank, did not.

Its review found $2.8m of deferred origination costs and $2.1m of accrued interest still being carried on loans that had already defaulted or gone to non-accrual. That understated provision expense and overstated net interest income across nine quarters.

As reported     Restated
2024 net income            $12.6m        $11.4m
2025 net loss             −$22.9m       −$24.2m
Q1 2026 net loss           −$5.7m        −$5.9m
───────────   ──────────
Combined swing                          −$2.7m

2024 profit falls 9.5%. And there is a consequence most restatements do not spell out: BayFirst disclosed it was undertaking a recovery analysis of incentive-based compensation paid to executives, under the SEC’s clawback rule. The accounting error reaches the pay packet.

The most serious one

Northann Corp is listed on the NYSE and has a public float of about $2 million. On 10 August it filed a single 8-K carrying four items: a delisting notice, a change of accountant, non-reliance, and a director or officer departure.

The filing quotes the auditor’s letter. The auditor “expressly disclaim[ed] and reject[ed] any purported audit report, consent, authorization, or representation attributed to” it in the company’s 2025 Form 10-K, and stated that when that 10-K was filed, “our audit procedures remained in process and we had not completed our audit or formed an opinion.”

An annual report had been filed carrying an audit opinion that the auditor says it never gave. That is a different category from a misclassified liability.

American Resources Corp is the other case of this kind: its auditor withdrew its opinion on the 2025 accounts after the company had already terminated it, and the company’s own filing states the outgoing firm “refused to perform standard predecessor auditor processes.”

The signal that changes the reading

Four of the seventeen filed a change of accountant — Item 4.01 — in the same 8-K.

That co-occurrence is informative. A restatement filed alone is usually management finding its own error. A restatement filed alongside a new auditor more often means somebody outside the company reached the conclusion, and in two of these four the auditor had withdrawn or disowned its report before leaving.

One of them is a number we published

Solésence restated because of inventory costing under ASC 330. Labour and overhead were allocated between raw materials, work in process and finished goods using budget-based percentages the company later concluded were not sufficiently supported. The result: inventories overstated and cost of revenue misstated.

We published a screen yesterday that reads inventory and its finished-goods split straight from XBRL, and the whole point of that column was that companies tag the components themselves. Solésence is not on that list — its revenue is below the threshold — but it is a clean reminder that a tagged number is only as good as the process behind it, which is the rule we keep coming back to.

What would make this wrong

• Six weeks is a window, not a base rate. Seventeen companies in this period says nothing about how many restate in a year, and restatement activity is seasonal around annual audits.
• The full-text search may miss filings. We start from a text search and confirm with the item list, which removes false positives but cannot add filings the search never returned. A company that filed an Item 4.02 without the phrase appearing in the indexed document would be absent.
• Public float is dated. It is reported once a year on the 10-K cover, as of the prior fiscal mid-year. It is a size indicator, not a current market value.
• “None was large” is about this window. Large companies do restate. The point here is that the ones a text search surfaced as large had not.
• We have not audited the reasons. The taxonomy above summarises what each company said in its own 8-K. Whether the stated reason is the whole reason is not something a filing can settle.
• Two companies filed twice, and we have counted companies rather than filings where the distinction matters. Both counts are shown so neither has to be taken on trust.

Check it yourself

The search link below returns the same raw hits we started from. The confirmation step — reading the items field on each filing — is a script in this site’s repository, scan-non-reliance.mjs, and it prints the false positives separately so the difference between the two methods is visible rather than assumed.

The same caution applies whenever a phrase, rather than a form field, defines the population. When we counted the quarterly reports naming the Strait of Hormuz, the raw search returned 422 filings and the countable population turned out to be 225 companies.

If a figure here does not match a filing, tell us and it will be corrected on the article and on the corrections log, with the date.