cbdMD, Inc. 8-K

What Happened On April 14, 2026, cbdMD's Board issued each independent director and the non‑management employee director 1,572 restricted stock units (RSUs) as director compensation for the term beginning March 31, 2026. The RSUs were granted under the Company’s 2025 Equity Compensation Plan and vest quarterly on June 30, 2026; September 30, 2026; December 31, 2026; and March 31, 2027. The value of the restricted common stock underlying the RSUs is based on the NYSE American closing price on April 14, 2026. The Board also approved annual cash fees: a $35,000 cash retainer (payable monthly) for each independent director and additional fees for committee roles and members.

Key Details

• 1,572 RSUs granted to each independent director and the non‑management employee director, granted under the 2025 Equity Compensation Plan.
• RSU vesting schedule: 6/30/2026, 9/30/2026, 12/31/2026, 3/31/2027.
• Annual cash retainer: $35,000 per independent director, payable monthly.
• Additional annual fees: $26,500 (Board Chair); $17,000 (Audit Committee Chair); $7,000 (Comp/Corp Gov/Nom. Chair); $8,500 (Audit Committee members, excluding chair); $4,000 (Comp/Corp Gov/Nom. members, excluding chair).

Why It Matters This 8‑K documents changes in director compensation that combine equity (RSUs) and cash payments. The RSU grants tie director pay to the company’s stock and vest over the next year, while the approved retainers and committee fees establish the cash costs of board service. The filing does not state how many independent directors received grants or the total dollar amount; the RSU value will depend on the April 14, 2026 closing price. Investors tracking governance costs, share‑based compensation, or potential dilution should note these approvals.