Business Context and Reporting Period
This Form 8-K Current Report was filed by cbdMD, Inc. on April 14, 2026. The filing addresses Item 8.01 (Other Events) regarding the Board of Directors' approval of director compensation for the term beginning March 31, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on equity compensation and cash fee structures for directors.
Material Changes and Compensation Details
The Board approved the following compensation adjustments for independent and non-management employee directors:
- Restricted Stock Units (RSUs): Each eligible director received 1,572 RSUs under the 2025 Equity Compensation Plan. These units vest quarterly on June 30, September 30, and December 31, 2026, and March 31, 2027. Valuation is based on the closing stock price on April 14, 2026.
- Annual Cash Retainer: Set at $35,000 per independent director, payable monthly.
- Committee and Leadership Fees:
- Chairman of the Board: Additional $26,500.
- Chairman of the Audit Committee: Additional $17,000.
- Chairman of the Compensation, Corporate Governance and Nominating Committee: Additional $7,000.
- Audit Committee Members (non-chair): Additional $8,500.
- Compensation, Corporate Governance and Nominating Committee Members (non-chair): Additional $4,000.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, risk factors, or contingencies beyond the standard disclosure of the compensation grant terms.
Investor Verification Checklist
- Verify the closing price of cbdMD common stock (YCBD) on NYSE American on April 14, 2026, to calculate the total value of the RSU grant.
- Confirm the number of independent directors and committee members to estimate the total cash and equity compensation expense for the fiscal year.
- Review the 2025 Equity Compensation Plan to ensure sufficient shares are available for the RSU grant.