Chairman of the Board of Directors — John Gehre: Appointment of John Gehre as the Chairman of the Board of Directors.

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…

Entry into a Material Definitive Agreement On June 17, 2025, Tandy Leather Factory, Inc. (the “Company”) entered into an agreement (the “Stock Repurchase Agreement”) with Janet Carr (the “Seller”), a shareholder and former executive of the Company, to repurchase 430,897 shares (the “Shares”) of the Company’s common stock, par value $0.0024 (the “Common Stock”) in a private transaction. The purchase price was $3.00 per Share and $1,292,691 in total. The closing of the repurchase (the “Closing”…

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…

Other Events . On January 27 , 2025, the Company’s Board of Directors declared a special dividend of $1.50 per share of common stock, payable on February 18, 2025. On January 31, 2025, the Company issued a press release (the “Press Release”) clarifying that because the dividend amount is more than 25% of the current market price of the Company’s common stock, the ex-dividend date will be February 19, 2025, in accordance with Nasdaq UPC Rule 11140. On that date, the Company’s common stock will…

Other Events . On January 27 , 2025, the Company’s Board of Directors declared a special dividend of $1.50 per share of common stock, payable on February 18, 2025, to stockholders of record on February 3, 2025. On January 29, 2025, the Company issued a press release (the “Press Release”) announcing the matters described above. A copy of the Press Release is attached as Exhibit 99.1.

Entry into a Material Definitive Agreement On January 28, 2025, Tandy Leather Factory, Inc. (the “Company”) entered into a commercial lease agreement (the “Lease”) with Jackson-Shaw/Benbrook North, LP, for new corporate headquarters facilities, including a new primary distribution center, located in Benbrook, Texas. The Lease is expected to commence on or about July 1, 2025, with the Company expected to move the majority of its operations into the space in September 2025, and runs through Sep…

Director — Eric Speron: Eric Speron resigned as a member of the Board of Directors and its Compensation Committee.

Completion of Acquisition or Disposition of Assets As previously reported, on November 27, 2024, the Company (through a wholly-owned subsidiary) entered into a Purchase and Sale Agreement Colonna Brothers, Inc., for the sale of the Company’s corporate headquarters facilities, including its primary distribution center and flagship store, in Fort Worth, Texas. The parties closed the sale of this transaction on January 22, 2025, with the Company receiving a gross cash purchase price for the faci…

CEO, Director — Janet Carr: Janet Carr resigned as CEO and director, succeeded by Johan Hedberg.

Entry into a Material Definitive Agreement On December 6, 2024, Tandy Leather Factory, Inc. (the “Company”) entered into a Purchase and Sale Agreement for the sale of its corporate headquarters facilities, including its primary distribution center and flagship store, in Fort Worth, Texas. The agreement, between the Company’s wholly-owned subsidiary, The Leather Factory, LP, and Colonna Brothers, Inc., provides for a cash purchase price for the facilities of $26.5 million, and the transaction…

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…

Other Events On September 17, 2024, the Board of Directors of Tandy Leather Factory, Inc. (the “Company”) approved the renewal of the Company’s program to repurchase shares of its common stock on the open market; the previously-approved program, adopted in August 2022, had expired on August 31, 2024. Under the renewed program, the Company may repurchase up to $5.0 million of the Company’s common stock in open market transactions on or prior to September 30, 2026. Forward Looking Statements Ce…

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…

Director — Diana Saadeh-Jajeh: Appointment of Diana Saadeh-Jajeh to the Board of Directors.

Changes in Registrant’s Certifying Accountant (a) Dismissal of Previous Independent Registered Public Accounting Firm On March 27, 2024, the Audit Committee of the Board of Directors (the “Committee”) of Tandy Leather Factory, Inc. (the “Company”) dismissed Weaver & Tidwell LLP (“Weaver”) as the Company’s independent registered public accounting firm effective as of that date. The Company had not yet engaged Weaver to perform audit services for fiscal 2024. Weaver’s audit reports on the Compa…

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…

Janet Carr: The filing details a compensatory arrangement for the CEO, not a management change.

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…

of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except a…