Form 8-K

8-K — U S GLOBAL INVESTORS INC

Accession: 0001437749-26-019086

Filed: 2026-06-02

Period: 2026-05-29

CIK: 0000754811

SIC: 6282 (INVESTMENT ADVICE)

Item: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Item: Financial Statements and Exhibits

Documents

8-K — usglobal20260601_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_970591.htm)

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0000754811

2026-05-29

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

Date of Report (Date of earliest event reported): May 29, 2026

U.S. GLOBAL INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Texas

0-13928

74-1598370

(State of other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7900 Callaghan Road, San Antonio, Texas 78229

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 210-308-1234

(Former name or former address, if changed since last report)

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.25 par value per share

GROW

NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On May 29, 2026 the Audit Committee of the Board of Directors (the “Audit Committee”) of U.S. Global Investors, Inc. (the “Company”), in consultation with management, concluded that the Company’s previously issued consolidated financial statements as of and for the three and nine months ended March 31, 2026 included in the Company’s Quarterly Report on Form 10‑Q filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2026 (the “Original Form 10‑Q”) should no longer be relied upon.

The conclusion was based on the identification of an error in the calculation of basic and diluted weighted‑average number of common shares outstanding used to compute basic and diluted earnings per share (“EPS”). Specifically, a formula omission within the supporting spreadsheet excluded a component of shares from the summation used to calculate weighted-average shares, which resulted in an understatement of basic and diluted weighted‑average shares of 702,484 shares for the three months ended March 31, 2026, and 230,743 shares for the nine months ended March 31, 2026. As a result, previously reported basic and diluted EPS were overstated by $0.02 for the three‑month period and $0.01 for the nine‑month period. The error affected EPS as presented on the face of the statement of operations and in the related earnings per share disclosures, as well as related per-share discussion in Management’s Discussion and Analysis. Any previously furnished reports, press releases, earnings releases, and investor presentations or other communications describing the Company’s consolidated financial statements as of and for the three and nine months ended March 31, 2026, should no longer be relied upon. The error did not impact the Company’s revenues, expenses, net income (loss), cash flows, financial position, or shares outstanding at period end.

The Company intends to file an amendment to the Original Form 10‑Q (a “Form 10‑Q/A”) to restate the affected financial statements and related disclosures for the quarter ended March 31, 2026.

Management has evaluated the effect of the error and restatement on the Company’s disclosure controls and procedures and internal control over financial reporting and has concluded that a material weakness existed in internal control over financial reporting as of March 31, 2026, related to a failure in the operation of a review control over the number of weighted average shares outstanding calculation at a sufficient level of precision to detect a completeness error in the underlying workpaper. Management is implementing remedial measures, including enhanced review procedures and controls over spreadsheet completeness and formula integrity.

The Audit Committee has discussed the matters disclosed in this Form 8-K with Grant Thornton LLP, the Company’s independent registered public accounting firm.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected impact of the error and restatement; the timing, form, and scope of any amended or future SEC filings; the expected conclusions regarding disclosure controls and procedures and internal control over financial reporting; and the Company’s remediation plans. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties, including the discovery of additional information during the preparation of the restated financial statements, as well as the risk factors described in the Company’s SEC filings. Actual results may differ materially from those indicated by these forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 – Press Release issued by U.S. Global Investors, Inc. dated June 1, 2026, Announces Intent to Restate EPS for the March 31, 2026, Financial Statements; Underlying Financial Results Unchanged.

Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

U.S. Global Investors, Inc.

By: /s/Lisa Callicotte

Lisa Callicotte

CFO

Dated: June 1, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_970591.htm · Sequence: 2

ex_970591.htm

Exhibit 99.1

Contact:

Holly Schoenfeldt

Director of Marketing and Public Relations

210.308.1268

hschoenfeldt@usfunds.com

For Immediate Release

U.S. Global Investors Announces Intent to Restate EPS for the March 31, 2026, Financial Statements; Underlying Financial Results Unchanged

*********************************************************************************************

SAN ANTONIO—June 1, 2026—U.S. Global Investors, Inc. (NASDAQ: GROW) (the “Company”), a registered investment advisory firm with longstanding experience in global markets and specialized sectors, today announced that it will restate its earnings per share (EPS) figures for the three-month and nine-month periods ended March 31, 2026, as previously reported in the Company’s Quarterly Report on Form 10-Q for the third quarter of fiscal year 2026.

Nature of the Restatement

The Company identified a miscalculation of basic and diluted weighted average shares outstanding used to determine basic and diluted EPS. Within a supporting spreadsheet, a component of shares was inadvertently omitted from the calculation, resulting in understated basic and diluted weighted average common shares and overstated basic and diluted EPS for the three- and nine-month periods ended March 31, 2026.

The miscalculation had no impact on the Company’s reported net income, total revenues, operating income, cash position or any other line item in the consolidated financial statements. Only the weighted average number of shares outstanding and the resulting per-share figures are affected.

“The miscalculation was a clerical omission in a supporting schedule, not a change in the Company’s underlying performance,” said Frank Holmes, CEO and Chief Investment Officer of U.S. Global Investors. “Because our share count moves every month as a result of our active buyback program, the weighted average share calculation is inherently dynamic. We have identified the issue and are implementing enhancements to our review procedures so that the per-share presentation of our results accurately reflects that dynamic in every reporting period.”

For the three months ended March 31, 2026, weighted average shares were understated by 702,484 shares, resulting in an overstatement of basic and diluted EPS of $0.02. Corrected basic and diluted EPS is $0.21, with restated weighted average shares outstanding of 12,561,208 (basic) and 12,585,586 (diluted).

For the nine months ended March 31, 2026, weighted average shares were understated by 230,743 shares, resulting in an overstatement of basic and diluted EPS of $0.01. The corrected basic and diluted weighted average shares outstanding and the basic and diluted EPS will be reflected in the Company’s amended Form 10-Q/A.

Any previously furnished reports, press releases, earnings releases and investor presentations or other communications describing the Company’s consolidated financial statements as of and for the three and nine months ended March 31, 2026, should no longer be relied upon. The Company intends to file an amendment on Form 10-Q/A with the Securities and Exchange Commission (SEC) as promptly as practicable. Investors and shareholders are encouraged to review the amended filing once available. All other financial data previously disclosed in connection with the third quarter of fiscal year 2026 remains unchanged.

Returning Capital to Shareholders

The Company’s commitment to returning capital to shareholders through its two-pillar strategy of monthly dividends and ongoing share repurchase program is longstanding. Over the five-year period ended March 31, 2026, the Company repurchased approximately 2.7 million shares of its common stock, representing a more-than 20% reduction.

“I want to assure our shareholders that the fundamentals of our business remain strong,” said Mr. Holmes. “Net income for the quarter ended March 31, 2026, was $2.7 million, and our average assets under management (AUM) reached $1.6 billion, the highest level in nearly two years. The correction to our per-share figures does not change the underlying story of a profitable quarter.”

About U.S. Global Investors, Inc.

The story of U.S. Global Investors goes back more than 50 years when it began as an investment club. Today, U.S. Global Investors, Inc. (www.usfunds.com) is a registered investment adviser that focuses on niche markets around the world. Headquartered in San Antonio, Texas, the Company provides investment management and other services to U.S. Global Investors Funds and U.S. Global ETFs.

To sign up for news and research on a variety of asset classes, from gold to airlines to digital assets, please click here.

Follow U.S. Global Investors on X by clicking here.

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# # #

This news release may include certain “forward-looking statements” including statements relating to revenues, expenses, and expectations regarding market conditions. These statements involve certain risks and uncertainties. There can be no assurance that such statements will prove accurate and actual results and future events could differ materially from those anticipated in such statements.

Bloomberg data for the period May 13, 2026, through May 29, 2026, shows that GROW shares traded in a range of $2.55 to $2.71, with an average of $2.63 and a net change of just $0.09, or 3.53%. Average daily trading volume was 24,154.

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