false 0001644903 0001644903 2026-04-14 2026-04-14

 

 

 

 

 

Date of Report (Date of earliest event reported) April 14, 2026

 

 

 

 

 

 

 

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 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).

 

 

If an emerging growth company, indicate by checkmark 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. ☐

 

 

 

On April 14, 2026, the board of directors (the “Board”) of cbdMD, Inc. (the “Company”) issued each independent director and the non-management employee director 1,572 of the Company restricted stock units (the “RSUs”) as compensation for services as a director for the term beginning on March 31, 2026. The RSUs shall vest quarterly on June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027 and were granted under the Company’s 2025 Equity Compensation Plan. The value of restricted common stock issued is based on the closing price of the common stock as reported by the NYSE American LLC on April 14, 2026.

 

The Board also approved the following annual fees to the independent directors: (i) annual cash retainer of $35,000 payable monthly for each independent director, (ii) an additional $26,500 for the Chairman of the Board, $17,000 for the Chairman of the Audit Committee and $7,000 for the Chairman of the Compensation, Corporate Governance and Nominating Committee, and (iii) an additional $8,500 to the Audit Committee members (excluding chairperson) and $4,000 to the Compensation, Corporate Governance and Nominating Committee members (excluding chairperson).

 

 

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.