8-K

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

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 (see General Instruction A.2. below):

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

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.  ☐

On February 24, 2026, Tandy Leather Factory, Inc. (the “Company”) issued a press release (the “Press Release”) and filed its Annual Report on Form 10-K announcing its financial results for the fourth quarter and full year of fiscal year 2025.  A copy of the Press Release is attached as Exhibit 99.1.

The information furnished pursuant to Item 2.02 of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits

Forward Looking Statements

Certain statements contained in this report and other materials the Company files with the SEC, as well as information included in oral statements or other written statements made or to be made by the Company, other than statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “may,” “will,” “could,” “should,” “anticipate,” “believe,” “budgeted,” “expect,” “intend,” “plan,” “project,” “potential,” “estimate,” “continue,” “outlook,” “forecast” or “future,” variations thereof or other similar statements. Please refer to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for additional information concerning these and other uncertainties that could negatively impact the Company. The Company assumes no obligation to update or otherwise revise its forward-looking statements, except as required by law.

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.

Exhibit 99.1

FOR IMMEDIATE RELEASE

February 24, 2026

Tandy Leather Factory Reports Fourth Quarter and Full Year 2025 Results

BENBROOK, TEXAS – February 24, 2026 (GLOBE NEWSWIRE) – Tandy Leather Factory, Inc. (Nasdaq: TLF) today announced the Company’s financial results for the fourth fiscal quarter and full year 2025.

Highlights from 2025:

Tandy Leather Factory’s fourth quarter sales were $22.2 million in 2025, up from $20.5 million in 2024.  Fourth quarter 2025 gross profit was $12.1 million, up from $10.8 million in 2024.  As of December 31, 2025, the Company held $16.1 million of cash and cash equivalents, up from $13.3 million a year earlier; this increase reflects the net proceeds from the sale of the Company’s corporate headquarters in January 2025 (the “HQ Sale”), offset by the payment of a special dividend to stockholders in the first quarter of approximately $12.7 million, payment of income taxes related to the HQ Sale, and other expenses relating to the Company moving its headquarters in the third quarter.  The Company held inventory of $33.2 million, down from $35.6 million as of December 31, 2024.  The Company had a basic and diluted net income of $1.1 per share, versus $0.04 in the prior year.

The Company’s full year sales were $76.3 million in 2025, up from $74.4 million in 2024.  Operating expenses increased to $44.5 million up from $41.2 million in 2024 and increased as a percentage of sales to 58.3% from 55.4% in 2024.  2025 full year gross profit was $43.5 million, or 57.0%, vs $41.8 million, or 56.2%, in 2024.  Net income was $9.1 million in 2025, compared to $0.8 million in 2024.  Additional details regarding the Company’s 2025 results can be found in its Annual Report on Form 10-K, filed with the SEC on February 24, 2026.

Johan Hedberg, Chief Executive Officer of the Company, said, “We were pleased to return to sales growth for both the fourth quarter and full year 2025.  Tandy also achieved solid gross margin growth in Q4 and the full year versus 2024, driven by both dynamic sourcing and strategic price increases.  As expected, our operating expenses increased for the quarter and year, driven by the shift to renting our headquarters and distribution center after selling our facilities in the first quarter.  Operating expenses also included bonuses paid to our employees for exceeding our planned 2025 sales and income targets; these were expensed entirely in the fourth quarter, as it became clear we would achieve these goals.  Had these amounts been expensed across the full year, our fourth quarter operating income would have been positive.

“All of this means that as previously announced, we were able to pay this week a special dividend of $0.75 to our stockholders.  Now that we have settled into our new offices and distribution center and opened our relocated flagship store in Fort Worth, we feel well-positioned to fully focus on continuing our sales growth and returning to operating profitability in 2026.”

Investors are encouraged to send their questions to the Company’s investor relations hotline at investorrelations@tandyleather.com.

*  Adjusted EBITDA is a non-GAAP financial measure that the Company believes helps investors to compare its operating performance to that of other companies.  The following is a reconciliation of the Company’s net income to Adjusted EBITDA (in millions):

Tandy Leather Factory, Inc., (http://www.tandyleather.com), headquartered in Benbrook, Texas, is a specialty retailer of a broad product line, including leather, leatherworking tools, buckles and adornments for belts, leather dyes and finishes, saddle and tack hardware, and do-it-yourself kits.  The Company distributes its products through its 101 stores located in 40 US states and six Canadian provinces, including one store located in Spain.  Its common stock trades on the Nasdaq Capital Market under the symbol “TLF”.  To be included on Tandy Leather Factory’s email distribution list, go to: http://www.b2i.us/irpass.asp?BzID=1625&to=ea&s=0.

Contact:  Johan Hedberg, Tandy Leather Factory, Inc.,  (817) 872-3200 or johan.hedberg@tandyleather.com

This news release may contain statements regarding future events, occurrences, circumstances, activities, performance, outcomes and results that are considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results and events may differ from those projected as a result of certain risks and uncertainties. These risks and uncertainties include but are not limited to: changes in general economic conditions, negative trends in general consumer-spending levels, failure to realize the anticipated benefits of opening retail stores; availability of hides and leathers and resultant price fluctuations; change in customer preferences for our product, and other factors disclosed in our filings with the Securities and Exchange Commission.  These forward-looking statements are made only as of the date hereof, and except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.