8-K
Where Food Comes From, Inc. (WFCF)
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): February 27, 2026
WHERE
FOOD COMES FROM, INC.
(Exact Name of Registrant as Specified in its Charter)
| Colorado | 001-40314 | 43-1802805 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 202 6th Street, Suite 400 | ||
| --- | --- | |
| Castle Rock, Colorado | 80104 | |
| (Address of Principal Executive<br> Offices) | (Zip Code) |
(303)895-3002
(Registrant’s Telephone Number, Including Area Code)
Not
applicable
(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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par<br> value | WFCF | The NASDAQ Stock Market<br> LLC |
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 2.02 | Results of Operations and Financial Condition |
|---|
Reference is made to the Where Food Comes From, Inc. (the “Company”) press release on February 26, 2026 and conference call transcript, attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein (including, without limitation, the information set forth in the cautionary statement contained in the press release and conference call transcript), relating to the Company’s financial results for the three months and full year ended December 31, 2025.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br><br> No. | Description |
| --- | --- |
| 99.1 | Press Release issued and dated February 26, 2026 |
| 99.2 | Transcript for February 26, 2026 conference call |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| WHERE FOOD COMES FROM, INC. | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/ Dannette Henning | |
| Date: February 27, 2026 | Dannette Henning | |
| Chief Financial Officer |
Exhibit99.1
WhereFood Comes From, Inc. Reports 2025 Financial Results
FullYear Highlights – 2025 vs. 2024
| ● | Verification and certification revenue: $20.1M vs. $20.6M |
|---|---|
| ● | Product sales: $3.6M vs. $3.8M |
| ● | Total revenue: $24.9M vs. $25.7M |
| ● | Net income: $1.5M vs. $2.1M |
| ● | Diluted EPS: $0.30 vs. $0.40 |
| ● | Cash generated from operations: $1.6M vs. $2.7M |
| ● | Cash & cash equivalents: $3.2M vs. $2.0M at 2024 year-end |
| ● | Stock buybacks: 183,016 shares |
| ● | Total buybacks since plan inception (including private purchases): 1,374,652 shares at purchase price of approximately $15.2 million |
FourthQuarter Highlights – 2025 vs. 2024
| ● | Verification and certification revenue: $5.0M vs. $5.4M |
|---|---|
| ● | Product sales: $0.7M vs. $0.9M |
| ● | Total revenue: $6.0M vs. $6.7M |
| ● | Net loss of $0.2M vs. net income of $1.0M |
| ● | Diluted EPS: ($0.04) vs. $0.18 |
| ● | Stock buybacks: 66,469 shares |
CASTLE ROCK, Colo., Feb. 26, 2026 (GLOBE NEWSWIRE) — Where Food Comes From, Inc. (WFCF) (Nasdaq: WFCF), the most trusted resource for independent, third-party verification of food production practices in North America, today announced financial results for its fourth quarter and full-year ended December 31, 2025.
“Record high beef prices driven by trade restrictions and smaller herd sizes continued to impact our beef-related verification revenue as some legacy customers have cut back on verification activity. Although the US cattle supply is at its lowest level in 70 years, there are indications that this downtrend will stabilize later in 2026 and begin to rebound next year,” said John Saunders, Chairman and CEO. “In the meantime, much of the decline in beef related verification activity has been offset by strong demand for our growing portfolio of non-beef certifications – particularly in non-GMO, Gluten Free, Organic and Upcycled product offerings.
“In anticipation of the eventual recovery of the US Cattle industry, we are also expanding the number of beef certifications we offer,” Saunders added. “Early this year we launched RaiseWell® Certified, a new standard that addresses consumer and retailer demand for responsibly raised proteins. This week we announced that Whole Foods Market, a pioneer in advancing farm animal welfare, became the first retailer to adopt RaiseWell for its beef supply. The RaiseWell program will be expanded to include poultry, eggs, dairy and pork, and we are optimistic that this new offering will become a significant contributor to revenue over time. RaiseWell seamlessly integrates with our CARE Certified® program, which was also a bright spot for us in terms of new customer and revenue growth in 2025. In addition, we recently announced a collaboration with automotive leather supplier Pangea, Prime Pursuits and Walmart to introduce CARE Certified sustainable leather to US automotive brands while providing beef producers with an additional way to add value. We are also actively engaging with federal government entities regarding our Cattle Trace partnership addressing the animal disease traceability issue. We are confident that these activities and other programs we are developing will position us to leverage the beef industry’s eventual recovery and accelerate growth as time goes on.
“Given the diversity of our solutions portfolio and our optimism about overall business prospects, we believe our shares remain an excellent value at these levels and we expect to continue repurchasing stock in 2026. In 2025 we repurchased 183,016 shares, raising total share buybacks and private purchases since plan inception to 1,374,652 at price of $15.2 million.”
FullYear Results – 2025 vs. 2024
Total revenue for the full year decreased to $24.9 million from $25.7 million in 2024.
| ● | Verification<br> and certification services was $20.1 million vs. $20.6 million. |
|---|---|
| ● | Product<br> revenue was $3.6 million vs. $3.8 million. |
| ● | Professional<br> services revenue was $1.2 million vs. $1.4 million. |
Gross profit in 2025 declined to $9.5 million from $10.6 million.
SG&A expense decreased slightly year over year to $8.3 million from $8.4 million.
Net income for the year, inclusive of a $946,000 gain on sale of assets, was $1.5 million, or $0.30 per diluted share, vs. net income of $2.1 million, or $0.40 per diluted share, in the prior year.
The Company generated $1.6 million in cash from operations in 2025 vs. $2.7 million in 2024.
Cash and cash equivalents increased 59% year over year to $3.2 million from $2.0 million.
The Company bought back a total of 183,016 shares in 2025. Total buybacks since plan inception, including private purchases, are 1,374,652 shares at a purchase price of approximately $15.2 million.
FourthQuarter Results – 2025 vs. 2024
Total revenue in the fourth quarter ended December 31, 2025, decreased to $6.0 million from $6.7 million.
| ● | Verification<br> and certification services decreased to $5.0 million from $5.4 million. |
|---|---|
| ● | Product<br> revenue decreased to $0.7 million from $0.9 million. |
| ● | Professional<br> services revenue of $0.3 million vs. $0.4 million. |
Gross profit in the fourth quarter was $2.2 million compared to $2.8 million in the same quarter last year.
Selling, general and administrative expense increased to $2.2 million from $2.0 million.
The Company reported a net loss in the fourth quarter of $0.2 million, or $0.04 per diluted share, compared to net income of $1.0 million, or $0.18 per diluted share, in the same quarter last year.
The Company bought back 66,469 shares of its common stock in the fourth quarter.
The Company will conduct a conference call today at 10:00 a.m. Mountain Time.
Call-innumbers for the conference call:
Domestic Toll Free: 1-877-407-8289
International: 1-201-689-8341
Conference Code: 13758965
Phonereplay:
A telephone replay of the conference call will be available through March 5, 2026, as follows:
Domestic Toll Free: 1-877-660-6853
International: 1-201-612-7415
Conference Code: 13758965
AboutWhere Food Comes From, Inc.
Where Food Comes From, Inc. is America’s trusted resource for third party verification of food production practices. Through proprietary technology and patented business processes, the Company estimates that it supports more than 17,500 farmers, ranchers, vineyards, wineries, processors, retailers, distributors, trade associations, consumer brands and restaurants with a wide variety of value-added services. Where Food Comes From solutions are used to verify food claims, optimize production practices and enable food supply chains with analytics and data driven insights. In addition, the Company’s Where Food Comes From® retail and restaurant labeling program uses web-based customer education tools to connect consumers to the sources of the food they purchase, increasing meaningful consumer engagement for our clients.
CAUTIONARYSTATEMENT
This news release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, based on current expectations, estimates and projections that are subject to risk. Forward-looking statements are inherently uncertain, and actual events could differ materially from the Company’s predictions. Important factors that could cause actual events to vary from predictions include those discussed in our SEC filings. Specifically, statements in this news release about industry leadership; plans to continue buying back stock; whether WFCF shares represent a good value; expectations for an industry recovery and accelerated growth; expectations for Cattle Trace to be successful; and demand for, and impact and efficacy of, the Company’s products and services on the marketplace are forward-looking statements that are subject to a variety of factors, including availability of capital, personnel and other resources; competition; governmental regulation of the agricultural industry; the market for beef and other commodities; and other factors. Financial results for 2025 and the Company’s pace of stock buybacks are not necessarily indicative of future results. Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update its forward-looking statements to reflect new information or developments. For a more extensive discussion of the Company’s business, please refer to the Company’s SEC filings at www.sec.gov.
Company Contacts:
John Saunders
Chief Executive Officer
303-895-3002
Jay Pfeiffer
Director Investor Relations
303-880-9000
jpfeiffer@wherefoodcomesfrom.com
WhereFood Comes From, Inc.
Statementsof Income
| Three months ended<br><br> <br>December 31, | Year ended<br><br> <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||
| Revenues: | ||||||||||||
| Verification and certification service revenue | $ | 5,032 | $ | 5,380 | $ | 20,102 | $ | 20,552 | ||||
| Product sales | 748 | 922 | 3,616 | 3,803 | ||||||||
| Professional services | 262 | 360 | 1,174 | 1,391 | ||||||||
| Total revenues | 6,042 | 6,662 | 24,892 | 25,746 | ||||||||
| Costs of revenues: | ||||||||||||
| Costs of verification and certification services | 3,189 | 3,018 | 12,214 | 11,849 | ||||||||
| Costs of products | 475 | 569 | 2,301 | 2,313 | ||||||||
| Costs of professional services | 211 | 274 | 869 | 1,022 | ||||||||
| Total costs of revenues | 3,875 | 3,861 | 15,384 | 15,184 | ||||||||
| Gross profit | 2,167 | 2,801 | 9,508 | 10,562 | ||||||||
| Selling, general and administrative expenses | 2,227 | 2,046 | 8,302 | 8,355 | ||||||||
| (Loss) / Income from operations | (60 | ) | 755 | 1,206 | 2,207 | |||||||
| Other income/(expense): | ||||||||||||
| Dividend income from Progressive Beef | - | 250 | 100 | 400 | ||||||||
| Interest income | 8 | 6 | 24 | 35 | ||||||||
| Gain on sale of assets | - | - | 946 | 1 | ||||||||
| (Loss) / Gain on FMV of bitcoin | (185 | ) | 345 | (41 | ) | 345 | ||||||
| Loss on foreign currency exchange | - | (1 | ) | (3 | ) | (5 | ) | |||||
| Interest expense | (1 | ) | (1 | ) | (3 | ) | (4 | ) | ||||
| (Loss) / Income before income taxes | (238 | ) | 1,354 | 2,229 | 2,979 | |||||||
| Income tax (benefit) / expense | (35 | ) | 393 | 693 | 859 | |||||||
| Net (loss) / income | $ | (203 | ) | $ | 961 | $ | 1,536 | $ | 2,120 | |||
| Per share - net (loss) / income: | ||||||||||||
| Basic | $ | (0.04 | ) | $ | 0.18 | $ | 0.30 | $ | 0.40 | |||
| Diluted | $ | (0.04 | ) | $ | 0.18 | $ | 0.30 | $ | 0.40 | |||
| Weighted average number of common shares outstanding: | ||||||||||||
| Basic | 5,097 | 5,264 | 5,152 | 5,318 | ||||||||
| Diluted | 5,111 | 5,281 | 5,165 | 5,334 |
Where Food Comes From, Inc.
BalanceSheets (Audited)
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| (Amounts in thousands, except per share amounts) | 2025 | 2024 | ||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 3,200 | $ | 2,012 | ||
| Accounts receivable, net of allowance | 1,678 | 1,826 | ||||
| Inventory | 792 | 1,002 | ||||
| Prepaid expenses and other current assets | 605 | 705 | ||||
| Total current assets | 6,275 | 5,545 | ||||
| Property and equipment, net | 648 | 737 | ||||
| Right-of-use assets, net | 498 | 2,067 | ||||
| Equity investments | 200 | 1,191 | ||||
| Intangible and other assets, net | 1,420 | 1,810 | ||||
| Digital assets | 613 | 654 | ||||
| Goodwill, net | 2,946 | 2,946 | ||||
| Deferred tax assets, net | 299 | 356 | ||||
| Total assets | $ | 12,899 | $ | 15,306 | ||
| Liabilities and Equity | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 451 | $ | 468 | ||
| Accrued expenses and other current liabilities | 655 | 611 | ||||
| Deferred revenue | 1,545 | 1,748 | ||||
| Current portion of finance lease obligations | 12 | 15 | ||||
| Current portion of operating lease obligations | 422 | 337 | ||||
| Total current liabilities | 3,085 | 3,179 | ||||
| Finance lease obligations, net of current portion | 13 | 25 | ||||
| Operating lease obligation, net of current portion | 496 | 2,169 | ||||
| Total liabilities | 3,594 | 5,373 | ||||
| Commitments and contingencies | ||||||
| Equity: | ||||||
| Common stock | 5 | 7 | ||||
| Additional paid-in-capital | 23 | 11,381 | ||||
| Treasury stock | (1,783 | ) | (13,462 | ) | ||
| Retained earnings | 11,060 | 12,007 | ||||
| Total equity | 9,305 | 9,933 | ||||
| Total liabilities and stockholders’ equity | $ | 12,899 | $ | 15,306 |
Exhibit99.2
WhereFood Comes From, Inc.
2025Fourth Quarter and Full Year Conference Call
Call date: Thursday February 26, 2026
Call time: 10:00 a.m. Mountain Time
JayPfeiffer – Investor Relations
Good morning and welcome to the Where Food Comes From 2025 fourth quarter and full year earnings call.
Joining me on the call today are CEO John Saunders, President Leann Saunders, and Chief Financial Officer Dannette Henning.
During this call we’ll make forward-looking statements based on current expectations, estimates and projections that are subject to risk. Statements about financial performance, growth strategy, customers, business opportunities, market acceptance of our products and services, and potential acquisitions are forward looking statements. Listeners should not place undue reliance on these statements as there are many factors that could cause actual results to differ materially from our forward-looking statements. We encourage you to review our publicly filed documents as well as our news releases and website for more information.
I’ll now turn the call over to John Saunders.
JohnSaunders
Hello and thank you for joining the call today.
This morning, we announced 2025 financial results that included total revenue of $24.9 million and net income of $1.5 million, or 30 cents per share. Once again, the steady growth we’re achieving in new customer wins and non-beef-related revenue streams was offset by the impact that smaller herd sizes and tariffs are having on our beef-related verification activity.
Fourth quarter revenue was particularly impacted by the unexpected closing of a packing plant that has been an important contributor to our NHTC, Natural and EU export certification programs. That closing had a significant impact on prior internal projections management and the Board used to formulate discretionary bonuses for the year. Accordingly, executive management determined to return their bonus compensation to the Company. As a result, the income statement in our first quarter 10Q will benefit from a reduction to compensation expense in the selling, general and administrative category.
As we’ve been discussing on our earnings calls over the past couple of years, herd sizes have been steadily shrinking due to drought, increasing production costs and other factors, and today the US cattle supply is at a 70-year low. The shrinking supply, in turn, has led to record high beef prices, and in this environment some ranchers have opted to reduce their investment in certain verifications that we provide, and this is impacting both our verification and tag sales.
There are indications that the herd contraction phase of the cattle cycle is at or near a bottom and the industry should begin rebuilding the cattle supply over the next couple of years. In preparation for this recovery, we have been expanding our services portfolio with new certifications and working on other protein programs that we believe will position us for accelerated growth as the recovery gains momentum.
I want to highlight a few of these initiatives to give you an idea why we remain confident in the future of Where Food Comes From as both a growth Company and as the food verification industry leader.
Last month we announced the launch of RaiseWell Certified, an innovative new standard for animal care, verified natural raising practices, and transparent, fully traceable supply chains. The program is designed for brands, high-end retailers and foodservice operators that want to differentiate their products on integrity, quality, and certified production practices. RaiseWell requires animals to be responsibly raised at every stage of life, with rigorous animal care requirements, no antibiotics or added hormones, and verified as to source of origin – all with the aim of creating traceability throughout supply chains that retailers and consumers can trust. We are rolling out RaiseWell in stages beginning with beef and expanding over time to poultry, eggs, dairy, and pork.
We followed up that news last week with an announcement that Whole Foods Market became the first major retailer to adopt the RaiseWell program. Whole Foods is widely recognized as a pioneer in advancing farm animal welfare, so its adoption of RaiseWell is an important endorsement for the program that we believe will lead to adoption by other leading retailers as time goes on.
RaiseWell Certified seamlessly integrates with our CARE Certified standard, giving producers and retailers the option to bundle claims and create a unified, audit-ready package that can include pasture-raised, outdoor access, grass-fed, and other verified livestock-raising attributes.
Another promising initiative on the beef side of things is a new collaboration with global automotive leather supplier Pangea – in concert with Walmart and Prime Pursuits – to introduce CARE Certified sustainable leather to US automotive brands. This first-of-its-kind program, entitled “Transparency in Motion,” leverages data-driven, verifiable practices to confirm exactly how its materials are raised, cared for, and processed — making Pangea the first leather provider in North America to achieve traceability at this level. By becoming CARE Certified, ranchers can not only enhance the value of their herds but also connect with consumers who increasingly prioritize sustainable practices and ethical sourcing.
I want to touch on one other beef-centric initiative that we continue to advance slowly but surely, and that involves animal disease traceability. I’ll remind you that the United States is the only major cattle producing country that does not have a mandatory traceability program that is so essential to managing and containing an animal disease outbreak. We have invested significant time and resources over the years to position ourselves as an integral player in what we believe is the inevitable adoption of a formal ADT program in the U.S. Our IMI Global unit is far and away the most experienced player in this space, having the technology, systems and procedures already in place and in practice that can be quickly brought to bear in a comprehensive national animal disease traceability program.
We are now working closely with U.S. CattleTrace, a producer-led, private industry database, to strengthen cattle traceability and support a secure U.S. beef supply. Unlike traditional point-to-point traceability systems, U.S. CattleTrace enables contact tracing, allowing animal health officials to identify animals and locations that may have been exposed during a disease event. This capability is critical for responding to highly contagious diseases such as Foot and Mouth Disease.
IMI Global serves as the administrator for U.S. CattleTrace. We provide the technical infrastructure and operational expertise needed to manage traceability securely while ensuring producers retain control, governance remains producer-driven, and data privacy is protected. Together we are engaging with US government representatives and entities to explore ways to advance and formalize an ADT solution.
The cattle industry is going through a period of disruption unlike any other in our lifetime. As discussed, this has presented challenges that so far we are navigating successfully. But at the same time, it is creating opportunities for us to leverage our positioning and know-how to play a lead role in reshaping the industry as it begins the rebuilding process.
Hopefully, some of this will give you a feel for why we’re so optimistic about the long-term prospects for our beef-related business.
In the meantime, our non-beef business lines continue to grow and prosper. For the past 10 years we’ve been building out a highly diverse and dynamic solutions portfolio, adding new customers for new services, generating new revenue streams and reducing our reliance on the beef industry.
Verifications for pork, dairy and egg operations all increased year over year, and our CARE Certified program continued to attract new customers in a variety of proteins. Similarly, certification activity for Organic, non-GMO, Gluten Free, and Upcycled all showed gains. In addition, we continue to benefit from a unique ability to bundle services – a competitive advantage that saves our customers time and money, contributes to revenue growth, and at the same time helps us strengthen our margins.
Given the growth of our solutions portfolio and customer base, and our optimism about overall business prospects, we believe our shares remain an excellent value at these levels and we expect to continue repurchasing stock in 2026. In 2025 we repurchased 183,016 shares, raising total share buybacks and private purchases since plan inception to 1,374,652 shares totaling $15.2 million in value returned to shareholders.
And with that, I’ll thank you again for joining the call today and open the call to questions. Operator…
Questionand Answer Session:
Operator
This concludes today’s conference. You may disconnect your lines at this time, and thank you for your participation.