Form 8-K

8-K — Where Food Comes From, Inc.

Accession: 0001493152-26-023412

Filed: 2026-05-15

Period: 2026-05-14

CIK: 0001360565

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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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): May 14, 2026

WHERE

FOOD COMES FROM, INC.

(Exact

Name of Registrant as Specified in its Charter)

Colorado

001-40314

43-1802805

(State

or Other Jurisdiction

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 ☐

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 May 14, 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 ended March 31, 2026.

Item

9.01

Financial

Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release issued and dated May 14, 2026

99.2

Transcript for May 14, 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:

May 15, 2026

Dannette

Henning

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Where

Food Comes From, Inc. Reports 2026 First Quarter Financial Results

First

Quarter Highlights – 2026 vs. 2025

●

Verification

and certification revenue increased to $4.4 million from $4.2 million

●

Product

sales increased slightly to $713,000 from $702,000

●

Total

revenue increased to $5.4 million from $5.3 million

●

Net

income of $92,000, or $0.02 per share, up from $31,000, or $0.01 per share

●

Company

bought back 24,469 shares of its common stock at a cost of $293,000

●

Total

buybacks since plan inception (including private purchases): 1,399,121 shares at a cost of approximately $15.5 million

CASTLE

ROCK, Colo., May 14, 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 first quarter ended

March 31, 2026.

“We

are pleased with our year-over-year revenue growth and return to profitability in the first quarter,” said John Saunders, CEO.

“Despite continued headwinds related to smaller herd sizes and tariffs, we are adding new customers for beef-related services and

making good progress with our new RaiseWell™ Certified program that Whole Foods Market adopted in the first quarter for its beef

supply. We will expand RaiseWell over time to support poultry, eggs, dairy, and pork production as well. We are also adding customers

for non-beef related services such as Upcycled Certified – our fastest growing service – and a variety of certifications

for other food categories. Based on growing consumer demand for more information and transparency in the food supply chain, we remain

bullish about future growth prospects and the overall trajectory of our industry.”

First

Quarter Results – 2026 vs. 2025

Total

revenue in the first quarter ended March 31, 2026, increased to $5.4 million from $5.3 million.

Revenue

mix included:

● Verification

and certification services revenue of $4.4 million vs. $4.2 million.

● Product

revenue up slightly to $713,000 from $702,000.

● Professional

services revenue declined to $228,000 from $389,000.

Gross

margins were lower at 39% versus 42% year over year due to higher insurance and personnel costs. Selling, general and administrative

expense was 15% lower at $1.7 million compared to $2.1 million due to management’s decision to forego 2025 bonus compensation

following fourth quarter results.

Net

income in the first quarter was $92,000, or $0.02 per diluted share, vs. $31,000, or $0.01 per diluted share.

Cash provided by

operations in the first quarter was $523,000 vs. $632,000.

The

Company bought back 24,469 shares of its common stock during the first quarter at a cost of $293,000. Total buybacks since plan inception

(including private purchases) are 1,399,121 shares at a cost of approximately $15.5 million.

Management

will conduct a conference call today at 10:00 a.m. Mountain Time to discuss these financial results.

Dial-in

numbers for the conference call:

Domestic

Toll Free: 1-877-407-8289

International:

1-201-689-8341

Conference

Code: 13760621

Phone

replay:

telephone replay of the conference call will be available through May 28, 2026, as follows:

Domestic

Toll Free: 1-877-660-6853

International:

1-201-612-7415

Conference

Code: 13760621

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 for growth of the business and industry, 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 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:

Jay

Pfeiffer

Director,

Investor Relations

303-880-9000

jpfeiffer@wherefoodcomesfrom.com

Where

Food Comes From, Inc.

Statements

of Income (Unaudited)

Three months ended March 31,

(Amounts in thousands, except per share amounts)

2026

2025

Revenues:

Verification and certification service revenue

$ 4,424

$ 4,182

Product sales

713

702

Professional services

228

389

Total revenues

5,365

5,273

Costs of revenues:

Costs of verification and certification services

2,721

2,395

Costs of products

438

428

Costs of professional services

163

255

Total costs of revenues

3,322

3,078

Gross profit

2,043

2,195

Selling, general and administrative expenses

1,745

2,053

Income from operations

298

142

Other income/(expense):

Interest income

Fair market value loss on digital assets

(135 )

(76 )

Gain on sale of assets

Interest expense

(1 )

Income before income taxes

185

Income tax expense

Net income

$ 92

$ 31

Per share - net income:

Basic

$ 0.02

$ 0.01

Diluted

$ 0.02

$ 0.01

Weighted average number of common shares outstanding:

Basic

5,057

5,212

Diluted

5,070

5,230

Where

Food Comes From, Inc.

Balance

Sheets (Unaudited)

March 31,

December 31,

(Amounts in thousands, except per share amounts)

2026

2025

Assets

Current assets:

Cash and cash equivalents

$ 3,281

$ 3,200

Accounts receivable, net of allowance

2,056

1,678

Inventory

842

792

Prepaid expenses and other current assets

648

605

Total current assets

6,827

6,275

Property and equipment, net

739

648

Right-of-use assets, net

437

498

Equity investments

200

Intangible and other assets, net

1,332

1,420

Digital assets

478

613

Goodwill, net

2,946

Deferred tax assets, net

267

299

Total assets

$ 13,226

$ 12,899

Liabilities and Equity

Current liabilities:

Accounts payable

$ 569

$ 451

Accrued expenses and other current liabilities

1,088

655

Deferred revenue

1,532

1,545

Current portion of finance lease obligations

Current portion of operating lease obligations

422

Total current liabilities

3,623

3,085

Finance lease obligations, net of current portion

Operating lease obligation, net of current portion

393

496

Total liabilities

4,026

3,594

Commitments and contingencies

Equity:

Common stock

Additional paid-in-capital

119

Treasury stock

(2,076 )

(1,783 )

Retained earnings

11,152

11,060

Total equity

9,200

9,305

Total liabilities and stockholders’ equity

$ 13,226

$ 12,899

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit

99.2

Where

Food Comes From, Inc.

2026

First Quarter Conference Call

Call

date: Thursday May 14, 2026

Call

time: 10:00 a.m. Mountain Time

Jay

Pfeiffer – Investor Relations

Good

morning and welcome to the Where Food Comes From 2026 first quarter earnings call.

Joining

me on the call today are CEO John 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

Hello

and thanks for joining the call today.

This

morning, in our first quarter results news release, we were pleased to announce year-over-year revenue growth and a return to profitability.

Verification

and certification revenue increased 6% in the quarter to $4.4 million from $4.2 million while product sales edged up slightly to $713,000

from $702,000. Total revenue increased nearly 2% year over year to $5.4 million.

This

growth – which we achieved despite persistent headwinds around tariffs and herd shrinkage – was driven by steady new customer

wins based on increasing demand for a range of certifications we provide. And for all the talk of challenges on the beef side of things,

I’m happy to report that many of our new customers are for beef related services, with the balance coming onboard for a range of

non-beef related programs and certifications.

highlight on the beef side has been the RaiseWell program that we launched in the first quarter. RaiseWell offers brands, high-end retailers

and foodservice operators a great way to attract consumers seeking premium protein products that have been verified back to source of

origin as having been responsibly raised – meaning they have not administered antibiotics or added hormones and have complied with

rigorous animal care requirements throughout the life of the animal.

The

RaiseWell launch has gone very well thus far. We secured Whole Foods Market as the first major retailer to adopt the program for its

beef supply. And we are generating meaningful revenue right now. RaiseWell is equally suited to other proteins, including pork, bison,

lamb, poultry, eggs, and dairy.

terms of product sales, we are experiencing lower volumes in line with fewer head of cattle being put through the system and temporary

tag subsidies offered to ranchers. Despite that, our product revenue was slightly higher year over year, reflecting increased demand

for premium tags that offer more features that ranchers are looking for.

we mentioned last quarter, the cattle industry is going through an unusual period of disruption due to the confluence of many factors,

but with this disruption comes many opportunities. One of those is a potential opportunity to demonstrate our unique capabilities in

response to an animal disease outbreak.

you may know, the Mexican cattle industry is experiencing an outbreak of what is known as New World Screwworm. This outbreak has been

steadily moving north and now involves a couple of Mexican states bordering Texas. The USDA is working hard to prevent a cross-border

spread, but should such a spread occur, we are ideally positioned to help manage the response. Our IMI Global unit maintains the industry’s

most advanced animal traceability system. And, with our growing partnership with Cattle Trace – the producer-led, private industry

database – we can quickly deploy a system that enables contact tracing and allows animal health officials to identify livestock

and locations that may have been exposed to disease.

the meantime, we are seeing solid growth in a number of non-beef business lines.

Verifications

for pork, dairy and egg operations all extended their growth momentum in the first quarter. Certification activity for Organic, non-GMO,

Gluten Free, and Upcycled also showed gains. And again, we continue to leverage our extensive solutions portfolio to our advantage through

bundling incentives that save our customers time and money.

closing, we remain optimistic about our ability to profitably grow our business over the long term, and, accordingly, plan to continue

our stock repurchase program. We bought back 24,469 shares of our common stock during the first quarter at a cost of $293,000. Total

buybacks since plan inception (including private purchases) are 1,399,121 shares at a cost of approximately $15.5 million.

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.

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