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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): ☐ Form 10-K ☐ Form 20-F ☒ Form 11-K

☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: November 2, 2024

☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended:


Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Big Lots, Inc.

Full Name of Registrant

Former Name if Applicable

4900 E. Dublin-Granville Road

Address of Principal Executive Office (Street and Number)

Columbus, Ohio 43081

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

(a) The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;

☐

(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Big Lots Savings Plan (the “Registrant”) for Big Lots, Inc. (“Big Lots” or the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Form 11-K for the period ended December 31, 2024 (the “Form 11-K”). The Registrant has determined that it will be unable to file its Form 11-K within the prescribed time period without unreasonable effort or expense for the reasons set forth below.

Reasons for Delay

As previously disclosed, on September 9, 2024 (the “Petition Date”), Big Lots and its other subsidiaries (together with Big Lots, the “Debtors”) filed voluntary petitions for relief (collectively, the “Bankruptcy Petitions”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Bankruptcy Court has granted a motion seeking joint administration of the cases (the “Chapter 11 Cases”) under the caption In re: Big Lots, Inc., et al., Case No. 24-11967 (JKS). Documents filed on the docket of and other information related to the Chapter 11 Cases are available on a website administrated by the Company’s claims agent, Kroll Restructuring Administration LLC, at https://cases.ra.kroll.com/biglots, by calling toll-free at (844) 217-1398 (or +1 (646) 809-2073 for calls originating outside of the U.S. or Canada), or by sending an email to biglotsinfo@ra.kroll.com.

During the pendency of the Chapter 11 Cases, the Company and its management team and other finance, accounting and administrative personnel have devoted significant time, attention and resources to the Chapter 11 Cases and related administrative requirements, including evaluating the technical accounting implications of the Chapter 11 Cases. Due to the considerable time, attention and resources required to address the Chapter 11 Cases, the limited resources and personnel available to the Company, and the resources that would be necessary for the Company to prepare financial statements for the period ended December 31, 2024, the Registrant has determined that it will be unable to timely file the Form 11-K without unreasonable effort or expense and is unable to estimate when or if it will be able to complete and file the Form 11-K.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification


Ronald A. Robins, Jr.						(614) 278-6767
(Name)						(Telephone Number)

(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☐ Yes ☒ No

As a result of the pendency of the Chapter 11 Cases, the Company has implemented modified periodic reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as set forth in Staff Legal Bulletin No. 2 adopted by the Staff of the Securities and Exchange Commission. The Company has not filed its Form 10-Q for the quarterly period ended November 2, 2024 (or its Annual Report on Form 10-K or Quarterly Report on Form 10-Q for subsequent periods) with the Securities and Exchange Commission. The Company is unable at this time to determine whether or when it may resume filing periodic reports with the Securities and Exchange Commission in accordance with the Exchange Act.

(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For the reasons described in Part III – Narrative of this Form 12b-25, the Company has determined that it will be unable to file the Form 11-K without unreasonable effort and expense. The Company believes that its results of operations for the period ended December 31, 2024 differed significantly from its results of operations for the corresponding period ended December 31, 2023 due to significant adverse developments that occurred with respect to the Company’s business and liquidity in the period ended December 31, 2024, including the commencement of the Chapter 11 Cases.

Big Lots, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

BIG LOTS, INC.

Date: June 30, 2025

By:

/s/ Ronald A. Robins, Jr.

Ronald A. Robins, Jr.

Executive Vice President, Chief Legal and Governance Officer, General Counsel and Corporate Secretary