Smith-Midland 2025年度报告

FORM 10-K ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year EndedDecember 31, 2025 or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ☐ Commission File Number1-13752 Smith-Midland Corporation P.O. Box 300, 5119 Catlett RoadMidland, Virginia22728(Address of Principal Executive Offices, Zip Code)Registrant’s telephone number, including area code: (540) 439-3266 Securities Registered Pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company.See the definitions of “large accelerated filer”, “accelerated filer”, “smallerreporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large acceleratedfiler☐Accelerated filer☐Non-acceleratedfiler☒Smaller reportingcompany☒Emerging growthcompany If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financials statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the shares of the voting and non-voting common equity held by non-affiliates computed by reference tothe average bid and asked price of such common equity as of June 30, 2025 (the last business day of the Company’s most recentlycompleted second fiscal quarter) was $93,071,881. For the sole purpose of making this calculation, the term “non-affiliate” has beeninterpreted to exclude directors, officers, and holders of 10% or more of the Company’s common stock. As of March 22, 2026, the Company had outstanding 5,306,554 shares of Common Stock, $.01 par value per share, net of treasuryshares. Documents Incorporated By Reference None FORWARD-LOOKING STATEMENTS This Annual Report and related documents include “forward-looking statements” within the meaning of Section 27A of the SecuritiesAct of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involveknown and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance (financial oroperating) or achievements expressed or implied by such forward looking statements not to occur or be realized. Such forward lookingstatements generally are based upon the Company’s best estimates of future results, performance or achievement, based upon currentconditions and the most recent results of operations. Forward-looking statements may be identified by the use of forward-lookingterminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “continue,” or similar terms, variations of those termsor the negative of those terms. Potential risks and uncertainties include, among other things, such factors as: ●while the Company had net income for the years ended December 31, 2025, 2024 and 2023 there are no assurances that theCompany can remain profitable in fu