WASHINGTON, D.C. 20549

Form 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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Item 5.02

Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 23, 2023, Tandy Leather Factory, Inc. (the “Company”) entered into a Restricted Stock Unit Agreement with Janet Carr, the Company’s Chief Executive Officer (the “RSU Agreement”). Under the RSU Agreement, Ms. Carr was granted 276,000 restricted stock units (“RSUs”), each of which will convert upon vesting into one share of the Company’s common stock. 92,000 RSUs will vest on each October 2 (the anniversary of Ms. Carr’s start date with the Company) in 2024, 2025 and 2026, subject to Ms. Carr’s continuing employment with the Company on each applicable vesting date. The RSUs are granted pursuant to the Tandy Leather Factory, Inc. 2023 Incentive Stock Plan.

Ms. Carr’s employment agreement with the Company dated October 2, 2018, remains in effect. If prior to the vesting of all of the RSUs Ms. Carr’s employment is terminated by the Company without “cause” or Ms. Carr terminates her employment for “good reason” (each as defined in Ms. Carr’s employment agreement), then the Company would vest a pro-rata portion of 92,000 RSUs based on the number of days elapsed between her last RSU vesting date (or the grant date, if none of the RSUs had vested) and the next coming vesting date.

Forward Looking Statements

Certain statements contained in this report and other materials the Company files with the SEC, as well as information included in oral statements or other written statements made or to be made by the Company, other than statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “may,” “will,” “could,” “should,” “anticipate,” “believe,” “budgeted,” “expect,” “intend,” “plan,” “project,” “potential,” “estimate,” “continue,” “outlook,” “forecast” or “future,” variations thereof or other similar statements. Please refer to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for additional information concerning these and other uncertainties that could negatively impact the Company. The Company assumes no obligation to update or otherwise revise its forward-looking statements, except as required by law.

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.

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