Tandy Leather Factory (NASDAQ: TLF) amends annual report for clawback policy

Rhea-AI Filing Summary

Tandy Leather Factory, Inc. filed an amended annual report for the year ended December 31, 2025. The amendment is solely to add its Executive Compensation Recovery Policy (clawback policy) as Exhibit 97.1, as required by Rule 10D-1 and Nasdaq listing standards.

The amendment does not change any financial statements or other disclosures in the original annual report and should be read together with that filing. Non‑affiliate common stock had an aggregate market value of $15,907,771 at December 31, 2025, and 8,072,875 shares were outstanding as of February 19, 2026.

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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

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.

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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
3.1	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.
3.2	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.
3.3	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.

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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.
4.1	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.
10.1	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.
10.2	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.
10.3	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.
10.4	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.
10.5	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.
10.6	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.

 

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10.7	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.
10.8	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

 

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14.1	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.
21.1	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.
*31.1	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.
*32.1	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.

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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

FAQ

What did Tandy Leather Factory (TLF) file in this amendment?

Tandy Leather Factory filed Amendment No. 1 to its annual report for the year ended December 31, 2025. The update is narrow and administrative, focused only on adding a required executive compensation clawback policy exhibit.

What is the purpose of TLF’s Amendment No. 1 to the annual report?

The amendment’s sole purpose is to include the company’s Executive Compensation Recovery Policy as Exhibit 97.1. This satisfies Rule 10D-1 under the Exchange Act and applicable listing standards of its principal stock exchange, without altering prior disclosures.

Does this Tandy Leather Factory amendment change any 2025 financial results?

The amendment does not modify, amend, or update any financial statements or other disclosures from the original annual report. It simply adds the clawback policy exhibit and should be read together with the previously filed 2025 annual report.

What is Exhibit 97.1 in Tandy Leather Factory’s amended filing?

Exhibit 97.1 is Tandy Leather Factory’s Executive Compensation Recovery Policy, often called a clawback policy. It outlines how certain executive compensation may be recovered, and is included to comply with Rule 10D-1 and stock exchange listing requirements.

How many Tandy Leather Factory shares were outstanding and what was their market value?

As of February 19, 2026, Tandy Leather Factory had 8,072,875 common shares outstanding. The aggregate market value of common stock held by non‑affiliates was approximately $15,907,771 at December 31, 2025, based on the last trading price that day.

Who signed Tandy Leather Factory’s amended annual report?

The amended report was signed on behalf of Tandy Leather Factory by Chief Executive Officer Johan Hedberg. It also includes signatures from the chairman and several directors, confirming their authorization and responsibility for the amended filing’s contents.