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SmartRent, Inc.

For the period ended Jun 30, 2025. Filed Aug 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 6, 2025

SMRT$1.59-1.2%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-07.

0000950170-25-065034

Item 1A. - Risk Factors

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0000950170-25-103553

Item 1A. - Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 7 previous paragraphs and 7 current paragraphs.

1 unchanged; 3 reworded; 3 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

On June 16, 2025, Frank Martell became our new Chief Executive Officer. Our new Chief Executive Officer will be critical to executing on our evolving business strategy. Our success will depend, in part, on the effectiveness of this transition, including the successful integration into his role and the continuity of leadership among the larger workforce. If we do not successfully manage this transition, it could be viewed negatively by our customers, employees, investors, and other third-party partners and could have an adverse impact on our business, results of operations, or our stock price. If Mr. Martell is unsuccessful at leading the management team or is unable to articulate and execute our strategy and vision, we may not be able to achieve our financial and operational goals, which could adversely affect our business and results of operations.

Current report

If we cannot meet the NYSE continued listing requirements, the NYSE may delist our Class A Common Stock.

Current report

In the future, if we are not able to meet the continued listing requirements of the NYSE, our Class A Common Stock may be delisted. A delisting of our Class A Common Stock could negatively impact us by, among other things, reducing the liquidity and market price of our Class A Common Stock; reducing the number of investors willing to hold or acquire our Class A Common Stock, which could negatively impact our ability to raise equity financing; decreasing the amount of our news and analyst coverage; and limiting our ability to issue additional securities or obtain additional financing in the future. In addition, delisting from the NYSE could have an adverse effect on our business, reputation, financial condition, and operating results.
Removed paragraphs (3)

Previous report

On April 10, 2025, we announced the departure of Michael Shane Paladin as the Company’s Chief Executive Officer and as a member of our board of directors. In connection with Mr. Paladin's departure, John Dorman, our Board Chair, was appointed as our Interim Chief Executive Officer, and Alison Dean, a current member of our board of directors, was appointed as lead independent director of the Board. Our success will depend, in part, on our management of the transition to our Interim Chief Executive Officer, the effectiveness of our Interim Chief Executive Officer, our search for, transition to and integration of a permanent successor Chief Executive Officer, and the effectiveness of the permanent successor, if appointed. There can be no assurance that we will be successful in finding a suitable permanent successor or that we will be able to do so in a timely manner. The Chief Executive Officer position is critical to executing on and achieving our vision, strategic direction, culture, and products. The leadership transition may create uncertainty among employees, suppliers and customers, divert resources and management attention, and impact public or market perception, our stock price or our performance, any of which could negatively impact our ability to operate effectively which could have an adverse impact on our business and results of operations.

Previous report

We are not in compliance with the NYSE’s minimum share price requirement, and, as a result, shares of our common stock may be delisted from the NYSE, which would have an adverse impact on the trading volume, liquidity and market price of shares of our Class A Common Stock.

Previous report

While we expect to regain compliance with the NYSE’s listing requirements, there can be no assurance that we will do so. If the NYSE delists our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, it could adversely affect our business, financial condition, and results of operations and would likely result in decreased liquidity and greater volatility, which may materially and adversely affect the value of our Class A common stock. A delisting of our Class A common stock could negatively impact our company and holders of our Class A common stock, including by reducing the willingness of investors to hold our Class A common stock because of the resulting decreased price, liquidity and trading of our Class A common stock, limited availability of price quotations, and reduced news and analyst coverage. These developments may also require brokers trading in our Class A common stock to adhere to more stringent rules and may limit our ability to raise capital by issuing additional shares of Class A common stock in the future. Delisting may adversely impact the perception of our financial condition, cause reputational harm with investors, our employees and parties conducting business with us, and limit our access to debt and equity financing.
Reworded paragraphs (3)

Previous wording

We are subject to various risks and uncertainties in the course of our business. For a discussion of risks and uncertainties relating to our business, please see the section titled "Risk Factors" in our Annual Report on 10-K filed with the SEC on March 5, 2025. Other than the risk factors below, there have been no material changes from the risk factors disclosed therein. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future SEC filings.

Current wording

We are subject to various risks and uncertainties in the course of our business. For a discussion of risks and uncertainties relating to our business, please see the section titled "Risk Factors" in our Annual Report on Form 10-K filed with the SEC on March 5, 2025 and our Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025. Other than the risk factors below, there have been no material changes from the risk factors disclosed therein. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future SEC filings.

Previous wording

We may not successfully manage the transition of leadership associated with the departure of our Chief Executive Officer, which could have an adverse impact on us.

Current wording

We may not successfully manage the transition of leadership to our new Chief Executive Officer, which could have an adverse impact on us.

Previous wording

On May 2, 2025, we received a written notification from the NYSE that as of May 2, 2025, we are not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period. Pursuant to Section 802.01C, we can regain compliance with the minimum share price requirement if, on the last trading-day of any calendar month during the cure period, the company has (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If we do not regain compliance within six months, the NYSE may commence suspension and delisting procedures with respect to our Class A common stock. We intend to notify NYSE that we intend to cure the continued listing standard deficiency and to return to compliance with Section 802.01C. We intend to monitor the closing price of the Class A common stock and to consider available alternatives, including, but not limited to, a reverse stock split, subject to stockholder approval, if necessary to cure the stock price non-compliance.

Current wording

On May 2, 2025, we received a written notification from the NYSE that as of May 2, 2025, we are not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period. Pursuant to Section 802.01C, we had a period of six months following the receipt of the notice to regain compliance with the minimum share price requirement if, on the last trading-day of any calendar month during the cure period, we had (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. As of July 31, 2025 our closing share price was $1.01 and our average closing share price was greater than $1.00 over the 30-day trading period ending July 31, 2025. On August 1, 2025, we received a written notification from the NYSE that we have regained compliance with the minimum share price requirement under Section 802.01C of the NYSE Listed Company Manual as of July 31, 2025. However, there can be no assurances that we will maintain compliance as there may be continued volatility and fluctuations in the market price of our common stock.