8-K

Where Food Comes From, Inc. (WFCF)

8-K 2025-11-14 For: 2025-11-13
View Original
Added on April 08, 2026

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): November 13, 2025

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)

Notapplicable

(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 November 13, 2025 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 nine months ended September 30, 2025.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
--- ---
Exhibit<br><br> No. Description
--- ---
99.1 Press Release issued and dated November 13, 2025
99.2 Transcript for November 13, 2025 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: November 14, 2025 Dannette Henning
Chief Financial Officer

Exhibit 99.1

Where Food Comes From, Inc. Reports 2025 ThirdQuarter Financial Results

Third Quarter Highlights – 2025 vs. 2024

Verification and certification revenue: $5.6M vs. $5.5M
Product sales: $1.2M vs. $1.3M
Total revenue: $7.0M vs. $7.1M
Net income: $1.1M vs. $0.5M
Diluted EPS: $0.22 vs. $0.09
Stock buybacks: 60,721 shares

Nine Month Highlights – 2025 vs. 2024

Verification and certification revenue: $15.1M vs. $15.2M
Product sales: $2.9M vs. $2.9M
Total revenue: $18.9M vs. $19.1M
Net income: $1.7M vs. $1.2M
Diluted EPS: $0.34 vs. $0.21
Cash generated from operations: $2.3M vs. $2.8M
Cash & cash equivalents: $4.8M vs. $2.0M at 2024 year-end
Stock buybacks: 116,547 shares
Total buybacks since plan inception (including private purchases): 1,308,183 shares at purchase price of approximately $14.3 million

CASTLE ROCK, Colo., Nov. 13, 2025 (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 third quarter and nine-month period ended September 30, 2025.

“Our revenue trends continue to reflect the impact of tariffs and cyclical herd size reductions that have sharply reduced certain beef verification activity,” said John Saunders, chairman and CEO. “On a positive note, those declines have been largely offset by steady growth in new customer wins and increased demand for other verification and certification services. We experienced solid growth in pork, dairy and egg verification activity in 2025. In addition, we are seeing good growth in non-GMO, Gluten Free, Organic and Upcycled certifications. This resilience underscores the strength of our business model and the diversity of our product portfolio, which has grown from a handful of beef centric offerings to more than 50 certification standards across multiple food groups.”

“Our business is also proving resilient in terms of profitability, with gross margins remaining relatively stable despite a challenging macro environment and persistent wage inflation. We attribute this stability to improved efficiencies and careful cost management across our business,” Saunders added. “Net income of $1.1 million in the third quarter included a $946,000 gain on the sale of our Progressive Beef interest in a move that frees up capital to reinvest in our business and continue share buybacks. Year-to-date we have repurchased more than 60,000 shares, raising total buybacks since 2019 to 1.3 million shares representing $14.3 million in value returned to stockholders.”

Third Quarter Results – 2025 vs. 2024


Total revenue in the third quarter ended September 30, 2025, decreased slightly to $7.0 million from $7.1 million.

Verification and certification services increased to $5.6 million from $5.5 million.
Product revenue decreased to $1.2 million from $1.3 million.
Professional services revenue of $257,000 vs. $292,000.

Gross profit was slightly lower at $2.7 million vs. $2.8 million, primarily reflecting increased compensation and insurance expense along with higher hardware costs.

Selling, general and administrative expense decreased slightly to $2.1 million from $2.2 million due to lower marketing and trade show expense that offset higher compensation costs in the period.

Net income, inclusive of a $946,000 gain on sale of assets, increased to $1.1 million, or $0.22 per diluted share, from $0.5 million, or $0.09 per diluted share, in the same quarter last year.

The Company bought back 60,721 shares of its common stock in the third quarter.

Nine Month Results – 2025 vs. 2024


Total revenue through nine months decreased slightly to $18.9 million from $19.1 million in the same period last year.

Verification and certification services was $15.1 million vs. $15.2 million.
Product revenue was flat at $2.9 million.
Professional services revenue was $0.9 million vs. $1.0 million.

Gross profit through nine months declined to $7.3 million from $7.8 million.

SG&A expense decreased to $6.1 million from $6.3 million.

Net income year-to-date, inclusive of a $946,000 gain on sale of assets, was $1.7 million, or $0.34 per diluted share, vs. net income of $1.2 million, or $0.21 per diluted share, in the same period last year.

The Company generated $2.3 million in cash from operations in the first nine months vs. $2.8 million in the same period last year.

Cash and cash equivalents more than doubled since 2024 year-end to $4.8 million from $2.0 million based on solid cash generation and the Progressive Beef sale.

Year-to-date stock buybacks totaled 116,547 shares.

The Company will conduct a conference call today at 10:00 a.m. Mountain Time.


Call-in numbers for the conference call:

Domestic Toll Free: 1-877-407-8289

International: 1-201-689-8341

Conference Code: 13757051

Phone replay:


A telephone replay of the conference call will be available through November 27, 2025, as follows:

Domestic Toll Free: 1-877-660-6853

International: 1-201-612-7415

Conference Code: 13757051

About Where 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.

CAUTIONARY STATEMENT

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, expectations to reinvest in the business and continue buying back stock, the sustainability of revenue and profit results, 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

Where Food Comes From, Inc.

Statementsof Operations (Unaudited)

Three months ended<br><br> September 30, Nine months ended <br><br>September 30,
(Amounts in thousands, except per share amounts) 2025 2024 2025 2024
Revenues:
Verification and certification service revenue $ 5,556 $ 5,486 $ 15,070 $ 15,172
Product sales 1,202 1,329 2,868 2,881
Professional services 257 292 912 1,031
Total revenues 7,015 7,107 18,850 19,084
Costs of revenues:
Costs of verification and certification services 3,348 3,288 9,025 8,831
Costs of products 781 841 1,826 1,744
Costs of professional services 200 204 658 748
Total costs of revenues 4,329 4,333 11,509 11,323
Gross profit 2,686 2,774 7,341 7,761
Selling, general and administrative expenses 2,111 2,166 6,075 6,309
Income from operations 575 608 1,266 1,452
Other income/(expense):
Dividend income 50 50 100 150
Interest income 7 15 16 29
Gain on sale of assets 946 1 946 1
Fair market value gain on digital assets 48 - 144 -
Loss on foreign currency exchange - - (3 ) (4 )
Interest expense - (1 ) (2 ) (3 )
Income before income taxes 1,626 673 2,467 1,625
Income tax expense 480 181 728 466
Net income $ 1,146 $ 492 $ 1,739 $ 1,159
Per share - net income:
Basic $ 0.22 $ 0.09 $ 0.34 $ 0.22
Diluted $ 0.22 $ 0.09 $ 0.34 $ 0.21
Weighted average number of common shares outstanding:
Basic 5,284 5,342 5,124 5,398
Diluted 5,297 5,357 5,137 5,415

WhereFood Comes From, Inc.

Balance Sheets

September 30, December 31,
(Amounts in thousands, except per share amounts) 2025 2024
(Unaudited) (Audited)
Assets
Current assets:
Cash and cash equivalents $ 4,759 $ 2,012
Accounts receivable, net of allowance 2,370 1,826
Inventory 894 1,002
Prepaid expenses and other current assets 507 705
Total current assets 8,530 5,545
Property and equipment, net 688 737
Right-of-use assets, net 1,937 2,067
Equity investments 200 1,191
Intangible and other assets, net 1,516 1,810
Digital assets 798 654
Goodwill, net 2,946 2,946
Deferred tax assets, net 239 356
Total assets $ 16,854 $ 15,306
Liabilities and Equity
Current liabilities:
Accounts payable $ 739 $ 468
Accrued expenses and other current liabilities 1,398 611
Deferred revenue 2,028 1,748
Current portion of finance lease obligations 13 15
Current portion of operating lease obligations 362 337
Total current liabilities 4,540 3,179
Finance lease obligations, net of current portion 16 25
Operating lease obligation, net of current portion 1,999 2,169
Total liabilities 6,555 5,373
Commitments and contingencies
Equity:
Common stock 5 7
Additional paid-in-capital - 11,381
Treasury stock (969 ) (13,462 )
Retained earnings 11,263 12,007
Total equity 10,299 9,933
Total liabilities and stockholders’ equity $ 16,854 $ 15,306


Exhibit99.2

WhereFood Comes From, Inc.

2025Third Quarter Conference Call

Call date: Thursday November 13, 2025

Call time: 10:00 a.m. Mountain Time

JayPfeiffer – Investor Relations

Good morning and welcome to the Where Food Comes From 2025 third quarter 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 thanks for joining the call today.

In our earnings release this morning we again reported strength in a wide range of service offerings that essentially offset the continued impact that smaller herd sizes are having on our core beef-related verification activity. We also reported solid bottom line results in spite of the modest revenue decline – an accomplishment that underscores the resiliency of our business and our successful efforts to align expenses with revenue run rates as we navigate a challenging macro environment on top of some industry specific headwinds.

Total revenue in the third quarter was $7.0 million dollars, a decline of just $92,000 dollars over the same quarter last year. Revenue in our verification and certification segment grew by 1% to $5.6 million based on increased activity across our portfolio, which includes by far the industry’s most comprehensive set of solutions. 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 – an advantage that saves our customers time and money, contributes to revenue growth, and at the same time helps us on the gross margin side. Finally, customer retention rates well above the 90% level have also played a big role in revenue stability.

Hardware sales declined to $1.2 million from $1.3 million year over year with lower tag volumes due to herd shrinkage and tag subsidies being partially offset by growing demand for value-added tags that we sell at higher price points.

Gross margins remained fairly stable year over year and SG&A expense actually declined slightly in the third quarter, reflecting careful management of fixed costs and lower marketing and trade show expenses that largely offset higher compensation costs.

That led to operating income of $575,000 compared to $608,000 in the year-ago third quarter.

Net income grew to $1.1 million, or 22 cents per share, in the third quarter compared to net income of $500,000, or 9 cents per share, a year ago. The increase included a $946,000 gain on the sale of our Progressive Beef ownership interest and a $48,000 gain on digital assets.

I think it’s important to highlight some of these profitability metrics in light of headwinds we’re encountering in the form of tariffs and inflationary pressures – including significant wage inflation – and smaller herd sizes, which impact both verification and hardware revenue and profitability levels.

Our balance sheet remains strong and clean. We closed the quarter with cash and cash equivalents of $4.8 million, up from $2.0 million at 2024 year-end. We have no debt.

The Progressive Beef stock sale, which closed in the third quarter, generated cash proceeds of $1.8 and the return of 12,585 shares of our common stock which have been cancelled and removed from our total issued and outstanding.

Turning to stock buybacks, we retired an additional 60,721 shares in Q3 through our buyback program that was initiated in 2018, raising our year-to-date buybacks to 116,547 shares and our total buybacks since plan inception to more than 1.3 million shares representing more than $14 million dollars in value returned to stockholders over the past 7 years.

Earlier this week we announced our inclusion in TIME Magazine’s “America’s Growth Leaders 2026” ranking. Where Food Comes From was ranked 74^th^ among more than 4,000 public companies in the United States. This ranking places WFCF among the most innovative and dynamic publicly held companies in America. The list was led by Nvidia and included names like Tesla, Palantir, Crowdstrike, Broadcom and Alphabet. You can find a link to this story in the November 11^th^ press release posted on our website.

As one of the smallest companies in the Top 100 list, we view our inclusion as validation of the growing importance of verified sourcing in the world today. Consumer demand for transparency into food origins, ethics and safety has never been more relevant, and we are playing a lead role in a megatrend that involves all participants in the supply chain – ranchers and growers, distributors, retailers and consumers.

Our ability to remain at the forefront of this megatrend is based on a customer focused approach that gives ranchers and growers the tools they need to address evolving demands of retailers and consumers in real time. We are constantly innovating with new services that are often years in development but are ultimately expected to become meaningful revenue streams. A case in point is our labeling program, which has been in place for more than 10 years and is now beginning to gain traction as forward-thinking retailers recognize its value in attracting and maintaining customers.

We have other innovative new services is the pipeline that will further expand our market-leading portfolio and benefit both customers and consumers – and we hope to be announcing one of them in the near future.

And with that, I’ll thank you again for joining the call today and open the call to questions. Operator…

Questionand Answer Session:


Operator:

And the first question comes from the line of James Ford with First Ballantyne.

James Ford, First Ballantyne, LLC

I had a quick question with regard to the herd size and product revenue long term. When do you think you’ll see a material pickup in product revenue relative to herd size growing? Is the beef and cattle futures prices high enough to get the demand up there in a year or 2?

John Saunders, Co-Founder, CEO & Executive Chairman

Thanks for the question, James, I’ll take the first stab, and then I’ll let Leann answer from her perspective as well. I do think that the cattle prices have started to reach the level where there is some building back in the herd, but we’re still faced with issues relative to primarily the border being closed with Mexico and that none of those cattle are able to come into Texas, Oklahoma. So that’s typically a big part of our beef supply. And with this screwworm issue, I think we’re just really struggling to see how it’s going to be a short-term solution to this problem. So yes, I think in certain areas, we’re starting to see a build back, but it’s going to take a lot of time. Leann?

Leann Saunders, Co-Founder, President, COO & Director

Yes, I agree with everything. I think it’s a very predictable cattle cycle. I think we’re dealing with some issues that are unique relative to supply, just a lot of generational turnover in the cattle industry, which is a challenge. And then you also have continued drought in some areas, which are restricting those locations from building back. So we anticipate — I mean, we’re probably going to see maybe another year and then start to go up again in supply, which is very typical. But again, we’re kind of in new waters here a bit. So just waiting to see and not try to predict as much as we typically have there.

John Saunders, Co-Founder, CEO & Executive Chairman

Yes. And maybe one final point with that. I think one of the things that we’re encouraged about, although it was politically a very hot topic over the last couple of weeks, is that it appears that this administration is starting to look at utilizing public lands more than it has been over the last, obviously, 4 years. But I think that’s something that’s going to probably incentivize younger ranchers or ranchers and farmers that are looking to grow their herds that, that incentive hasn’t really been there for a while. So we’re encouraged by that, that there seems to be more financing available and just land that’s available for use if you’re wanting to raise livestock.

Leann Saunders, Co-Founder, President, COO & Director

The other thing on the demand side is a little bit of things unknown relative to trade negotiations. I mean China became our biggest export market for beef prior to now they’re not purchasing U.S. beef products. So again, it’s like we have all these factors relative to trade agreements happening at the same time. So it’s challenging to predict. So we kind of waiting to see on that as well and some increased restrictions from the EU, which are problematic.

Operator

The next question comes from the line of Chris Brown from [private] investor.


ChristopherBrown

Following up on that question, under the assumption the beef verification is kind of stable and not growing particularly fast in the next year or so, what are the other businesses and programs that you’re most excited about that you think will be kind of growers in the next year or 2?

And then the second question is kind of a little bit capital structure. Are you thinking of yourselves as a growth company? Or can we think about more of a stable cash-generating business going forward? I know you’ve done some dividends in the past, et cetera. How do you think about the balance sheet, the buildup of cash and what you do with it?


John Saunders, Co-Founder, CEO & Executive Chairman

Two great questions, Chris. Thank you. The first one, I think in the script and we talk about it, there are a number of factors right now, which are driving primarily our dairy, our poultry, that being both broilers and egg laying hens. But in addition to that, the organic certification, there’s been some recent strengthening of the regulations relative to organic, which has expanded the number of customers that are eligible or required to participate.

And then again, we are the exclusive supplier of the Upcycled certification. So that really puts us in a unique spot when we look at CPG companies that are trying to address consumer demand. So you’ve seen like let’s call it the Fairlife Protein 42, all these new protein drinks that are shelf stable, Chris. I don’t know if you’re familiar with those or not. But people involved in exercise, weight lifting, any of that type of stuff are really looking to get as much protein as they can. And it’s kind of the old new that has dairy and milk, especially this new kind of milk, this hyper-energized is something that they’re looking for. So obviously, they’re wanting to do that.

So I think what we’re really doing is looking at consumer trends and then trying to match our business with that, understanding that the beef industry is a long-term play for us. And we still are the — we basically control the disease traceability, the verification systems through our Beef Passport system. So we’re not giving up on that. We’re understanding that it’s a marathon, not a sprint. But this is also giving us a big opportunity to really look at those other markets and to grow them, which thankfully are continuing to grow really rapidly and our Validus and our Where Food Comes From organic division have been doing great work and really expanding and getting more efficient, and we’re much better at customer intake and processing. So anyway, we’ve got a lot to be excited about that’s different than beef. So believe me, we’re working on that hard.

The second question, I think, with our sale of Progressive Beef, it gave us an opportunity to really to get, I think, even better capitalized. We are constantly looking at new opportunities and new growth areas, new companies. I’ve mentioned before several times that the closer we can get to consumers, I think that’s the direction that we want to move and just continue to look at technology. We’ve got probably 6 or 7 new AI initiatives that we’re working on within the company, just looking at ways to either be more efficient or to be better at customer service or be better at getting in front of customers. And one thing we’ve spent a lot of time on, we haven’t talked about, but if you go to whatever your search engine is today and type in third-party verification, Where Food Comes From is now going to be placed on the first page, I think, in all circumstances. So that wasn’t on accident.

About a year ago, we really started to invest in SEO and to be better at getting in front of consumers and understand — and meeting them where they’re at and understanding what they’re wanting to talk about. So I think we’ve done a really good job there. If there’s opportunities for us to invest in new companies, and it’s something that we can finance ourselves, Chris, believe me, we’re going to do it. And that’s — so we are absolutely a growth company. We’re a patient company, but we’re happy where we are with our balance sheet. We’re happy we have no debt, but we’ll be more than willing to use capital to grow if we see the right opportunity.

ChristopherBrown

I’ve been a shareholder for probably 7, 8 years, and you guys have always been great stewards of capital.

Operator

There are no further questions at this time. I’d like to turn the call back to John Saunders for closing remarks.

John Saunders, Co-Founder, CEO & Executive Chairman

Thanks again, everyone. Appreciate the questions, and we’ll talk to you soon. Take care.

Operator

This concludes today’s conference. You may disconnect your lines at this time, and thank you for your participation.