Edible Garden AG Inc 8-K

What Happened

• On December 29, 2025, Edible Garden AG Inc's Board increased its size from four to five directors and appointed Michael J. Naidrich to the Board effective immediately. Mr. Naidrich will serve until the Company’s 2026 annual meeting (or until his successor is qualified) and was named Chair of the Audit Committee and a member of the Compensation and Nominating & Governance Committees.
• On December 29, 2025 Mr. Naidrich received a restricted stock award of 131,810 shares under the Company’s 2025 Officer and Director Equity Incentive Plan; the award vests on December 29, 2026, subject to his continued service. The Company issued a press release on December 30, 2025 announcing the appointment.
• Separately, director Mathew McConnell has been appointed Executive Vice President of the Company and, in connection with that role, will no longer serve on the Audit, Compensation, and Nominating & Governance Committees.

Key Details

• Board size increased from 4 to 5 directors (effective Dec 29, 2025).
• Michael J. Naidrich received 131,810 restricted shares that vest on Dec 29, 2026, and will be paid the same as other non-employee directors.
• Naidrich was not appointed pursuant to any arrangement with another person; company reports no related-party transactions requiring disclosure.
• Press release announcing the appointment was issued Dec 30, 2025 (furnished as Exhibit 99.1).

Why It Matters

• A new independent director and Audit Committee chair can affect board oversight, particularly of financial reporting and controls — relevant to investors monitoring governance and audit quality.
• The restricted stock award aligns the new director’s incentives with shareholders through vesting tied to continued service; investors should note potential dilution and timing of vesting.
• Promoting an existing director to Executive VP changes management responsibilities and alters committee composition, which may shift governance dynamics on key committees.