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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
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 202 6th Street,
Suite 400 |
|
|
| Castle Rock, Colorado |
|
80104 |
| (Address of Principal Executive
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
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
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
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.001 par
value |
|
WFCF |
|
The NASDAQ Stock Market
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 |
| |
Exhibit
No. |
|
Description |
| |
99.1 |
|
Press Release issued and dated February 26, 2026 |
| |
99.2 |
|
Transcript for February 26, 2026 conference call |
| |
104 |
|
Cover
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 |
Exhibit
99.1
Where
Food Comes From, Inc. Reports 2025 Financial Results
Full
Year 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 |
Fourth
Quarter 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.”
Full
Year Results – 2025 vs. 2024
Total
revenue for the full year decreased to $24.9 million from $25.7 million in 2024.
| ● | Verification
and certification services was $20.1 million vs. $20.6 million. |
| ● | Product
revenue was $3.6 million vs. $3.8 million. |
| ● | Professional
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.
Fourth
Quarter Results – 2025 vs. 2024
Total
revenue in the fourth quarter ended December 31, 2025, decreased to $6.0 million from $6.7 million.
| ● | Verification
and certification services decreased to $5.0 million from $5.4 million. |
| ● | Product
revenue decreased to $0.7 million from $0.9 million. |
| ● | Professional
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-in
numbers for the conference call:
Domestic
Toll Free: 1-877-407-8289
International:
1-201-689-8341
Conference
Code: 13758965
Phone
replay:
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
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; 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
Where
Food Comes From, Inc.
Statements
of Income
| | |
Three months ended
December 31, | | |
Year ended
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.
Balance
Sheets (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 | |
Exhibit
99.2
Where
Food Comes From, Inc.
2025
Fourth Quarter and Full Year Conference Call
Call
date: Thursday February 26, 2026
Call
time: 10:00 a.m. Mountain Time
Jay
Pfeiffer – 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.
John
Saunders
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…
Question
and Answer Session:
Operator
This
concludes today’s conference. You may disconnect your lines at this time, and thank you for your participation.
