UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of report (Date of earliest event reported)
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August 26, 2026 (
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(
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N/A
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On August 20, 2026, Atlantic American Corporation (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market
LLC (“Nasdaq”) stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Form 10-Q”), and because the Company remains delinquent in filing its Annual Report on Form 10-K
for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (collectively with the Form 10-Q, the “Delinquent Reports”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1)
(the “Rule). The Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.
As previously announced, following the Company’s submission of a compliance plan, Nasdaq granted the Company an extension until
October 12, 2026 to regain compliance with the Rule. The Notice states that the Company has until September 4, 2026 to submit an updated plan to Nasdaq with respect to the Form 10-Q. If Nasdaq accepts the Company’s updated plan, any extension period
granted by Nasdaq with respect to filing the Form 10-Q will also be limited to October 12, 2026. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The Notice has no immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market. The Company
continues to work diligently, and is making progress, toward filing the Delinquent Reports and regaining compliance with the Rule as promptly as practicable and by October 12, 2026.
On August 26, 2026, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibits.
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Exhibit
Number
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Description of Exhibit
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Press release dated August 26, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
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ATLANTIC AMERICAN CORPORATION
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By:
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/s/ Nickeesha Bates
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Nickeesha Bates
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Vice President, Corporate Controller, Corporate Accounting/Finance
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Date: Augst 26, 2026
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Exhibit 99.1
Atlantic American Corporation Receives Nasdaq Notice Regarding Delayed Second Quarter Form 10-Q Filing
ATLANTA, Georgia, August 26, 2026 — Atlantic American Corporation (Nasdaq: AAME) announced today that on August 20, 2026, the Company
received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Form 10-Q”), and because the Company remains
delinquent in filing its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (collectively with the Form 10-Q, the “Delinquent Reports”), the Company is
not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires timely filing of periodic financial reports with the Securities and Exchange Commission. The Nasdaq notice has no immediate effect on the listing or trading of the
Company’s common stock on The Nasdaq Global Market.
As previously announced, following the Company’s submission of a compliance plan, Nasdaq granted the Company an extension until October
12, 2026 to regain compliance with the Rule. The Company has until September 4, 2026 to submit an updated plan to Nasdaq with respect to the Form 10-Q. If Nasdaq accepts the Company’s updated plan, any extension period granted by Nasdaq with respect
to filing the Form 10-Q will also be limited to October 12, 2026. The Company continues to work diligently, and is making progress, toward filing the Delinquent Reports and regaining compliance with the Rule within such period.
Atlantic American Corporation is an insurance holding company involved through its subsidiary companies in specialty
markets of the life, health, and property and casualty insurance industries. Its principal insurance subsidiaries are American Southern Insurance Company, American Safety Insurance Company, Bankers Fidelity Life Insurance Company, Bankers Fidelity
Assurance Company and Atlantic Capital Life Assurance Company.
Note regarding Private Securities Litigation Reform Act: Except for historical information contained herein, this press
release contains forward-looking statements, including statements regarding the Company’s expectations as to the timing of the filing of the Delinquent Reports and the Company’s ability to submit a compliance plan to Nasdaq. These forward-looking
statements involve a number of risks and uncertainties and actual results could differ materially from those indicated by such forward-looking statements due to a number of factors, including the results of the Company’s financial reporting
procedures and those factors discussed in reports that Atlantic American Corporation files from time to time with the Securities and Exchange Commission. In addition, forward-looking statements reflect the Company’s expectations as of the date
hereof. The Company undertakes no obligation to update or revise any forward-looking statements contained herein, except as may be required by law. Accordingly, undue reliance should not be placed upon these forward-looking statements.
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For further information contact:
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Hilton H. Howell, Jr.
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Chairman, President & CEO
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Atlantic American Corporation
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404-266-5505
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