UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
      
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period ________ to ________

Commission File Number 1-12368

graphic
TANDY LEATHER FACTORY INC

Delaware
  
75-2543540
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
     
7602 SW LOOP 820 STE 101
Benbrook, Texas  76126
  
 
76126
(Address of Principal Executive Offices)
  
(Zip Code)
817-872-3200
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.0024
TLF
The Nasdaq Capital Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐ Non-Accelerated Filer ☒ Smaller reporting company  ☒ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.   ☐

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $15,907,771 at December 31, 2025  (based on the price at which the common stock was last traded on the last business day of its most recently completed second fiscal quarter).

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  As of February 19, 2026, there were 8,072,875 shares of the registrant’s common stock outstanding.

This Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2026, is being filed solely to include as Exhibit 97.1 the Company’s Executive Compensation Recovery Policy (Clawback Policy), as required by Rule 10D-1 under the Securities Exchange Act of 1934 and the applicable listing standards of the Company’s principal stock exchange.

This Amendment does not otherwise modify, amend or update any of the financial statements, disclosures or other information contained in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and does not reflect events occurring after the filing date of the Original Form 10-K.

Except as described above, no other changes have been made to the Original Form 10-K. The certifications of the Company’s principal executive officer and principal financial officer filed as exhibits to this Amendment speak as of the date of this filing.

EXPLANATORY NOTE

This Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2026, is being filed solely to include as Exhibit 97.1 the Company’s Executive Compensation Recovery Policy (Clawback Policy), as required by Rule 10D-1 under the Securities Exchange Act of 1934 and the applicable listing standards of the Company’s principal stock exchange.

This Amendment does not otherwise modify, amend or update any of the financial statements, disclosures or other information contained in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and does not reflect events occurring after the filing date of the Original Form 10-K.

Except as described above, no other changes have been made to the Original Form 10-K. The certifications of the Company’s principal executive officer and principal financial officer filed as exhibits to this Amendment speak as of the date of this filing.


PART IV

ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Amendment No. 1.


Exhibit
Number
Description
   
Certificate of Incorporation of The Leather Factory, Inc., and Certificate of Amendment to Certificate of Incorporation of The Leather Factory, Inc. filed as Exhibit 3.1 to Tandy Leather Factory, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2005 and incorporated by reference herein.
   
Bylaws of Tandy Leather Factory, Inc., filed as Exhibit 3.1 to Tandy Leather Factory, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2021 and incorporated by reference herein.
   
 
Certificate of Designations of Series A Junior Participating Preferred Stock of Tandy Leather Factory, Inc. filed as Exhibit 3.1 to Tandy Leather Factory, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2013 and incorporated by reference herein.

3.4
Certificate of Amendment of Certificate of Incorporation of Tandy Leather Factory, Inc. dated March 1, 2023, filed as Exhibit 3.4 to Tandy Leather Factory, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023.
   
Description of Securities filed as Exhibit 4.1 to Tandy Leather Factory, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 22, 2021 and incorporated by reference herein.
   
Tandy Leather Factory, Inc. 2013 Restricted Stock Plan, filed as Exhibit 10.1 to Tandy Leather Factory’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013 and incorporated by reference herein.
   
Amendment #1 to Tandy Leather Factory, Inc. 2013 Restricted Stock Plan filed as Exhibit 10.5 to Tandy Leather Factory, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 22, 2021 and incorporated by reference herein.
   
Form of Non-Employee Director Restricted Stock Agreement under Tandy Leather Factory, Inc.’s 2013 Restricted Stock Plan, filed as Exhibit 10.1 to Tandy Leather Factory, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2014 and incorporated by reference herein.
   
Form of Employee Restricted Stock Award Agreement under Tandy Leather Factory, Inc.’s 2013 Restricted Stock Plan, filed as Exhibit 10.7 to Tandy Leather Factory, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2014 and incorporated by reference herein.
   
Form of Employment Agreement dated October 2, 2018 between the Company and Janet Carr, filed as Exhibit 10.1 to Tandy Leather Factory Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2018 and incorporated by reference herein.
   
Form of Stand-Alone Restricted Stock Unit Agreement dated October 2, 2018 between the Company and Janet Carr, filed as Exhibit 10.2 to Tandy Leather Factory Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2018 and incorporated by reference herein.

 
Form of Stand-Alone Restricted Stock Unit Agreement dated October 2, 2018 between the Company and Janet Carr, filed as Exhibit 10.3 to Tandy Leather Factory Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2018 and incorporated by reference herein.
   
 
Credit Agreement dated October 26, 2022 between the Company and JP Morgan Chase Bank, N.A., filed as Exhibit 10.8 to Tandy Leather Factory, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023
   
10.9 Tandy Leather Factory, Inc. 2023 Incentive Stock Plan, filed as Exhibit 10.10 to Tandy Leather Factory, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023
   
10.10
Purchase and Sale Agreement dated December 6, 2024, between The Leather Factory, L.P. and Colonna Brothers, Inc., filed as Exhibit 10.10 to Tandy Leather Factory, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2025
   
10.11 Commercial Lease Agreement dated January 28, 2025, between the Company and Jackson-Shaw / Benbrook North, LP., filed as Exhibit 10.11 to Tandy Leather Factory, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2025
   
10.12 Letter agreement dated January 2, 2025, between the Company and Janet Carr, filed as Exhibit 10.12 to Tandy Leather Factory, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2025
   
10.13 Employment Agreement dated January 2, 2025, between the Company and Johan Hedberg, filed as Exhibit 10.13 to Tandy Leather Factory, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2025
   
10.14 Form of Restricted Stock Unit Agreement dated February 19, 2025, between the Company and Johan Hedberg filed as Exhibit 10.14 to Tandy Leather Factory, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2025
   
*10.15 Form of Restricted Stock Unit Agreement dated February 19, 2025, between the Company and Johan Hedberg, filed as Exhibit 10.15 to Tandy Leather Factory, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2025

 
Code of Business Conduct and Ethics of Tandy Leather Factory, Inc., adopted by the Board of Directors on December 4, 2018, filed as Exhibit 14.1 to Tandy Leather Factory, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 22, 2021 and incorporated by reference herein.
   
Subsidiaries of Tandy Leather Factory, Inc., filed as Exhibit 21 to Tandy Leather Factory, Inc.’s Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2026 and incorporated by reference herein.
   
Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
   
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
 97.1
Clawback Policy
   
*101.INS
XBRL Instance Document.
   
*101.SCH
XBRL Taxonomy Extension Schema Document.
   
*101.CAL
XBRL Taxonomy Extension Calculation Document.
   
*101.DEF
XBRL Taxonomy Extension Definition Document.
   
*101.LAB
XBRL Taxonomy Extension Labels Document.
   
*101.PRE
XBRL Taxonomy Extension Presentation Document.

*Filed Herewith

ITEM 16.
FORM 10-K SUMMARY

None.
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
TANDY LEATHER FACTORY, INC.
   
 
By:
 /s/ Johan Hedberg  
 
Johan Hedberg
 
Chief Executive Officer

Dated:  March 11, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934 as amended, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
Title
Date
     
/s/ Jefferson Gramm
Chairman of the Board
March 11, 2026
Jefferson Gramm
    
     
/s/ Johan Hedberg
Chief Executive Officer, Director
March 11, 2026
Johan Hedberg
(principal executive officer)
  
     
/s/ John Sullivan
Director
March 11, 2026
John Sullivan
    
     
/s/ Vicki Cantrell
Director
March 11, 2026
Vicki Cantrell
    
     
/s/ John Gehre
Director
March 11, 2026
John Gehre
    
     
/s/ Diana Saadeh-Jajeh
Director
March 11, 2026
Diana Saadeh-Jajeh
    



EXHIBIT 31.1

Certification of Chief Executive Officer and Principal Financial Officer

Section 302 Certification

I, Johan Hedberg, certify that:

I have reviewed this annual report on Form 10-K of Tandy Leather Factory, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  March 11, 2026
/s/ Johan Hedberg
   
 
Johan Hedberg
 
Chief Executive Officer
 
(principal executive officer and principal financial officer)


EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report on Form 10-K of Tandy Leather Factory, Inc. (the “Company”) for the fiscal year ended December 31, 2025 as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  March 11, 2026
By:  /s/ Johan Hedberg
 
Johan Hedberg
 
Chief Executive Officer
 
(principal executive officer and principal financial officer)



Exhibit 97.1

Tandy Leather Factory, Inc. Compensation Recovery Policy

This Compensation recovery Policy applies to any person who was an employee of Tandy Leather Factory, Inc. or any of its subsidiaries (the “Company”) at the time compensation covered by the policy was received by such person, regardless of whether such person remains an employee at the time such compensation is subject to recovery pursuant to this Policy.

With respect to any performance-based compensation paid in any of the last three completed fiscal years preceding the date on which the Company is required to prepare a financial restatement on the basis of performance during those fiscal periods affected by the restatement, the Company, by action of its Board of Directors (the “Board”), shall have the obligation or right to require the forfeiture of, or seek to recover all or any portion of the value of or proceeds from, such compensation in the event of the following:

1.
 If Tandy Leather Factory, Inc. is required to prepare a financial restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, as determined with the oversight of the Board’s Audit Committee, the Board will review all performance-based compensation earned by an Executive Officer in whole or part for the period affected by the restatement (the “Recovery Period”).  This review will be without regard to the responsibility or involvement of any Executive Officer in the actions that led to the restatement.  If the performance-based compensation for any of the three completed fiscal years immediately preceding the date on which Tandy Leather Factory, Inc. was required to prepare a financial restatement would have been lower if such compensation had been based on the restated results, the Board shall, to the full extent required and permitted by applicable law, seek recovery from (or not pay to) any Executive Officer any portion of such performance-based compensation, calculated on a pre-tax basis, that would not have been paid (or is not payable) if the performance-based compensation had been granted, vested, or earned based on the restated financial information.

2.
 Unlawful activity, fraud, or intentional or willful misconduct by any award recipient under any of the Company’s compensation plans, which results in material harm to the Company.  Forfeiture or recovery may be sought from any award recipient who engaged in such misconduct in an amount determined by the Board in its sole discretion if the underlying conduct occurred during any of the three fiscal years preceding the grant, payment, vesting, or settlement of the award.  The amount of such forfeiture or recovery shall be determined by the Board in its sole discretion, and may be the entire incentive compensation amount, not limited to the achievement of specified financial results. 

Except to the extent provided in the paragraph below, the Board has full discretion to make all determinations necessary to implement, interpret and enforce this policy, including (without limitation) to determine whether misconduct occurred, whether compensation is subject to this policy, whether to seek repayment of performance-based compensation, the amount of compensation subject to repayment, and, in the case of equity awards, to permit repayment in cash or shares.  Any determination by the Board shall be final, binding and conclusive on all interested parties. 

The Board shall be required to recover any performance-based incentive compensation subject to recovery under Section 1 of this policy from any Officer of the Company as defined in Rule 16a-1(f) of the Exchange Act (herein defined as “Executive Officer”), unless (i) the Company has made a reasonable and documented attempt to recover the compensation and has reasonably determined that the expense paid to a third party to recover the compensation would exceed the amount to be recovered; (ii) the Company receives an opinion of home country counsel advising that the recovery would violate home country laws; (iii) the recovery of the compensation would draw from deferred compensation under a tax-qualified retirement plan; or (iv) another exception to the recovery requirement applies. 

The recovery of compensation under this policy shall not prohibit or otherwise limit any other remedial or recovery action available to the Company pursuant to applicable law.