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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: October 22, 2025
(Date of earliest event reported)
TOOTSIE ROLL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Virginia |
001-01361 |
22-1318955 |
7401 South Cicero Avenue
Chicago, IL 60629
(Address of principal executive offices)
Registrant’s telephone number including area code: (773) 838-3400
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 (see General Instruction A.2. below):
☐ 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 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class: |
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Trading Symbol |
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Name of each exchange on which registered: |
Common Stock, par value $0.694 per share |
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TR |
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New York Stock Exchange |
Item 2.02. Results of Operations and Financial Condition.
On October 22, 2025, Tootsie Roll Industries, Inc. issued a press release (the "release") announcing its results of operations and financial condition for the third quarter ended September 30, 2025. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in the release and in this Item 2.02 is "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such information may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references such information.
Item 9.01. Financial Statements and Exhibits.
(c) The following exhibit is furnished with this report:
Exhibit 99.1 |
Press Release of Tootsie Roll Industries, Inc., dated October 22, 2025. |
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Exhibit 104 |
Cover Page Interactive Data File (formatted as inline XBRL). |
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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 under-signed thereunto duly authorized.
October 23, 2025 |
TOOTSIE ROLL INDUSTRIES, INC. |
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By: |
/S/ G. HOWARD EMBER, JR. |
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G. Howard Ember, Jr. |
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Vice President Finance and Chief Financial Officer |
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Exhibit 99.1
TOOTSIE ROLL INDUSTRIES, INC. |
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7401 South Cicero Avenue |
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Chicago, IL 60629 |
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Phone 773/838-3400 |
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Fax 773/838-3534 |
PRESS RELEASE
STOCK TRADED: NYSE |
FOR IMMEDIATE RELEASE |
TICKER SYMBOL: TR |
Wednesday, October 22, 2025 |
CHICAGO, ILLINOIS – October 22, 2025 - Ellen R. Gordon, Chairman, Tootsie Roll Industries, Inc. reported third quarter and nine months 2025 net sales and net earnings.
Third quarter 2025 net sales were $230,614,000 compared to $223,891,000 in third quarter 2024, an increase of $6,723,000 or 3%. Third quarter 2025 net earnings were $35,659,000 compared to $32,844,000 in third quarter 2024, and net earnings per share were $0.49 and $0.45 in third quarter 2025 and 2024, respectively, an increase of $0.04 per share or 9%.
Nine months 2025 net sales were $530,325,000 compared to $524,174,000 in nine months 2024, an increase of $6,151,000 or 1%. Nine months 2025 net earnings were $71,261,000 compared to $64,318,000 in nine months 2024, and net earnings per share were $0.98 and $0.87 in nine months 2025 and 2024, respectively, an increase of $0.11 per share or 13%.
Mrs. Gordon said, “Successful marketing and sales programs, including pre-Halloween sales programs, contributed to higher sales in third quarter 2025 compared to the prior year third quarter. We continued to face some challenges in nine months 2025 as customers and consumers became more resistant to higher prices, and these headwinds had some adverse effect on sales in nine months 2025.
Many companies in the consumer products industry have increased selling prices in order to improve price realization in response to increasing input costs in recent years. We have implemented price increases as well during this period in order to mitigate certain input cost increases and recover our margin declines. Although we made progress in restoring our margins in third quarter and nine months 2025, certain ingredients and packaging materials unit costs, particularly cocoa and chocolate, have increased in nine months 2025 compared to 2024. Cocoa and chocolate markets continue at significantly elevated levels compared to historical prices in past years. We have experienced continuing higher costs for these ingredients during 2025 and expect this to continue in fourth quarter 2025 and into 2026 because many of our older supply contracts at lower prices expired in early 2025. Although the Company continues to monitor its input costs, we are mindful of the effects and limits when passing on the above-discussed higher input costs to our customers as well as the final consumers of our products.
Third quarter and nine months 2025 gross profit margins benefited from higher price realization, improvements in plant manufacturing operating efficiencies, and certain cost reductions. The Company uses the Last-In-First-Out (LIFO) method of accounting for inventory and costs of goods sold which generally results in lower current net earnings and income taxes during such periods of increasing costs and higher inflation. As a result, the above discussed higher input costs, including cocoa and chocolate, have had increasingly adverse effects on our gross profit margins this year.
Third quarter and nine months 2025 net earnings benefited from increased Other income, net which includes a favorable $3.4 million cumulative after-tax adjustment to record bond accretion not previously reported on certain bonds purchased at a discount in the Company’s investment portfolio. Third quarter and nine months 2025 net earnings also benefited from increased investment income from the Company’s investments in marketable securities as well as insurance recoveries. The Company’s effective income tax rates were 26.7% and 22.6% in third quarter 2025 and 2024 respectively, and 27.2% and 22.4% in nine months 2025 and 2024, respectively. These higher effective tax rates in third quarter and nine months 2025 principally reflect the adverse effect of certain deferred compensation that will not be deductible for income taxes when paid in future periods. Earnings per share did benefit from stock purchases in the open market over the preceding twelve months resulting in fewer shares outstanding in third quarter and nine months 2025 compared to the corresponding periods in 2024.
Our operations and sales are principally in North America, and our cross-border transactions with Canada and Mexico qualify under the USMCA free-trade agreement. Certain ingredients, including cocoa, chocolate and edible oils, as well as some packaging and other purchases, do have foreign origins outside of USMCA and the related higher tariffs on these purchases added to our costs in third quarter and nine months 2025. Until such time that more clarity regarding tariffs, as well as possible retaliatory tariffs, is forthcoming, we are not able to ascertain the effects of tariffs on our business.
We are focused on the longer term and therefore are continuing to make investments in plant manufacturing operations to meet new customer and consumer product demands, achieve product quality improvements, expand capacity in certain product lines, and increase operational efficiencies in order to provide genuine value to consumers.”
Safe Harbor Statement
This release contains forward-looking statements that are based largely on the Company’s current expectations and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “anticipated,” “believe,” “expect,” “intend,” “estimate,” “project,” “plan” and other words of similar meaning in connection with a discussion of future operating or financial performance and are subject to certain factors, risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in the forward-looking statements. Such factors, risks, trends and uncertainties, which in some instances are beyond the Company’s control, include the effects of U.S. tariffs as well as retaliatory tariffs and other import fees and surcharges by other countries, the overall competitive environment in the Company’s industry, the ability to recover increases in input costs and tariffs through price increases, successful distribution and sell-through during Halloween and other seasons, and changes in assumptions, judgments and risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.
The risk factors referred to above are believed to be significant factors, but not necessarily all of the significant factors that could cause actual results to differ from those expressed in any forward-looking statement. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made only as of the date of this report. The Company undertakes no obligation to update such forward-looking statements.
TOOTSIE ROLL INDUSTRIES, INC.
CONSOLIDATED SUMMARY OF SALES & EARNINGS
FOR THE PERIODS ENDED
September 30, 2025 and 2024
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Third Quarter Ended |
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2025 |
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2024 |
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Net Sales |
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$ |
230,614,000 |
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$ |
223,891,000 |
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Net Earnings |
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$ |
35,659,000 |
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$ |
32,844,000 |
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Net Earnings Per Share* |
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$ |
0.49 |
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$ |
0.45 |
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Average Shares Outstanding* |
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72,879,000 |
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73,497,000 |
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Nine Months Ended |
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2025 |
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2024 |
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Net Sales |
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$ |
530,325,000 |
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$ |
524,174,000 |
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Net Earnings |
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$ |
71,261,000 |
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$ |
64,318,000 |
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Net Earnings Per Share* |
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$ |
0.98 |
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$ |
0.87 |
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Average Shares Outstanding* |
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72,910,000 |
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73,520,000 |
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* Based on average shares outstanding adjusted for 3% stock dividends distributed April 4, 2025 and April 5, 2024.