Edible Garden (EDBL) investors back amended 2022 plan and new 2025 management equity plan

Rhea-AI Filing Summary

Edible Garden AG Incorporated reported results from its annual stockholder meeting. Stockholders approved an amended and restated 2022 Equity Incentive Plan, increasing the shares reserved for issuance by 1,000,000 and extending the plan’s term until September 24, 2035. The plan now excludes non-employee directors and officers from new awards and adds an evergreen feature allowing annual share increases of up to 5% of shares outstanding each year from January 1, 2026 through January 1, 2035.

Stockholders also approved a new 2025 Officer and Director Equity Incentive Plan that applies only to management and non-employee directors. Under this new plan, the Board will administer awards to non-employee directors, and the existing annual limit on director awards is moved from the 2022 plan into the 2025 plan without changing the cap. Four director nominees were elected, with each receiving more votes for than withheld.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001809750false00018097502025-09-242025-09-240001809750elbl:CommonSharesMember2025-09-242025-09-240001809750us-gaap:WarrantMember2025-09-242025-09-24iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2025

EDIBLE GARDEN AG INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		001-41371		85-0558704
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

283 County Road 519, Belvidere, New Jersey				07823
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (908) 750-3953

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:

	☐	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	EDBL	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	EDBLW	The Nasdaq Stock Market LLC

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.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 24, 2025, at an annual meeting of stockholders (the “Annual Meeting”) of Edible Garden AG Incorporated (the “Company”), the stockholders of the Company approved the Company’s Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) to: (i) increase the number of shares of common stock, par value $0.0001 per share (“common stock”), reserved for issuance thereunder by 1,000,000 shares; (ii) provide that non-employee directors and officers of the Company and its affiliates (collectively referred to herein as “Members of Management”) are ineligible to receive new awards under the 2022 Plan; (iii) add an “evergreen” provision that will allow for an annual increase in the number of shares available for issuance under the 2022 Plan to be added on the first day of each calendar year starting January 1, 2026 and ending on January 1, 2035 in an amount up to 5% of the total number of shares of common stock outstanding on December 31 of the prior calendar year; and (iv) extend the term of the 2022 Plan until September 24, 2035.

Also, on September 24, 2025, at the Annual Meeting, the stockholders of the Company approved the Company’s 2025 Officer and Director Equity Incentive Plan (the “2025 Plan”). The 2025 Plan differs from the A&R 2022 Plan in the following ways:

	·	Only Members of Management are eligible to receive awards under the 2025 Plan;
	·	on and after September 25, 2025, the Board of Directors of the Company (the “Board”) will have all the powers otherwise vested in the Compensation Committee of the Board under the 2025 Plan instead of the 2022 Plan in respect of awards granted to non-employee directors; and
	·	the prior annual limitation on non-employee director awards is now in the 2025 Plan instead of 2022 Plan, but the limit has not changed.

A description of the principal features of the 2022 Plan and the 2025 Plan, including the terms and conditions thereof and the awards that may be granted thereunder, is included in the Company’s proxy statement, filed with the Securities and Exchange Commission on August 8, 2025, under "Proposal Three: Approval of the Company’s Amended and Restated 2022 Equity Incentive Plan” and “Proposal Four: Approval of the Company’s 2025 Officer and Director Equity Incentive Plan,” respectively.

The foregoing description of the 2022 Plan and 2025 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the 2022 Plan and 2025 Plan attached hereto as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the proposals set forth below were submitted to the Company’s stockholders. The number of shares of common stock entitled to vote at the Annual Meeting was 3,487,238. The number of shares of common stock present or represented by proxy at the Annual Meeting was 1,672,976. The voting results for the proposals are as follows:

1. The Company’s stockholders elected four directors, each for a one-year term and until their successors have been duly elected and qualified. The number of shares that: (i) voted for the election of each such director; (ii) withheld authority to vote for each such director; and (iii) represented broker non-votes with respect to each such director is summarized in the table below.

DIRECTOR NOMINEE		FOR		WITHHELD		BROKER NON-VOTES
James E. Kras		514,456		49,300		1,109,220
Pamela DonAroma		502,543		61,213		1,109,220
Mathew McConnell		502,738		61,018		1,109,220
Ryan Rogers		510,634		53,122		1,109,220

2

2. The Company’s stockholders ratified the selection of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The number of shares that voted for, against and abstained from voting for the ratification of the selection of CBIZ as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 is summarized in the table below.

FOR		AGAINST		ABSTAIN
1,382,735		281,425		8,816

3. The Company’s stockholders approved the 2022 Plan. The table below summarizes the number of shares that voted for, against and abstained from voting on the proposal to approve the 2022 Plan, as well as the number of shares representing broker non-votes with respect to such proposal.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
488,623		70,156		4,977		1,109,220

4. The Company’s stockholders approved the 2025 Plan. The table below summarizes the number of shares that voted for, against and abstained from voting on the proposal to approve the 2025 Plan, as well as the number of shares representing broker non-votes with respect to such proposal.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
485,269		73,388		5,099		1,109,220

5. The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of its outstanding common stock in a range of not less than one-for-five shares but not more than one-for-twenty-five shares, at the discretion of the Board. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below.

FOR		AGAINST		ABSTAIN
1,298,820		365,873		8,283

6. The Company’s stockholders approved a proposal to adjourn the Annual Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of Proposal One, Proposal Two, Proposal Three, Proposal Four and/or Proposal Five (the “Non-Adjournment Proposals”), if there were not sufficient votes at the time of the Annual Meeting to adopt any of the Non-Adjournment Proposals or to establish a quorum. The number of shares that voted for, against and abstained from voting for this proposal is summarized in the table below.

FOR		AGAINST		ABSTAIN
1,226,390		409,603		36,983

Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.

Because the Non-Adjournment Proposals were approved by the Company’s stockholders, an adjournment of the Annual Meeting was not necessary.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Edible Garden AG Incorporated Amended and Restated 2022 Equity Incentive Plan.
10.2		Edible Garden AG Incorporated 2025 Officer and Director Equity Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

SIGNATURES

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.

	EDIBLE GARDEN AG INCORPORATED
Date: September 25, 2025	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

4

FAQ

What equity incentive plans did Edible Garden (EDBL) stockholders approve?

Stockholders approved an amended and restated 2022 Equity Incentive Plan and a new 2025 Officer and Director Equity Incentive Plan. The 2022 plan covers non-management participants, while the 2025 plan applies only to officers and non-employee directors, each with its own award terms and administration.

How many additional shares did Edible Garden (EDBL) add to the 2022 Equity Incentive Plan?

The amended 2022 Equity Incentive Plan increases shares of common stock reserved for issuance by 1,000,000 shares. These shares support future equity awards under the plan, which now focuses on participants other than company officers and non-employee directors.

What is the new evergreen provision in Edible Garden’s 2022 plan?

The amended 2022 plan adds an evergreen feature allowing an annual increase in available shares up to 5% of common shares outstanding on December 31 of the prior year, each year from January 1, 2026 through January 1, 2035, subject to plan terms.

Who is eligible for awards under Edible Garden’s 2025 Officer and Director Equity Incentive Plan?

Only “Members of Management” are eligible under the 2025 plan. This group includes non-employee directors and officers of Edible Garden and its affiliates, concentrating director and officer equity awards in this separate management-focused plan rather than the broader 2022 plan.

How will Edible Garden (EDBL) administer non-employee director awards after the meeting?

On and after September 25, 2025, Edible Garden’s Board of Directors holds the powers otherwise vested in the Compensation Committee for non-employee director awards, but under the 2025 plan instead of the 2022 plan. The prior annual limit on director awards is retained in the 2025 plan.

Were Edible Garden’s director nominees elected at the annual meeting?

Yes. Director nominees, including James E. Kras, received more votes “for” than “withheld,” with broker non-votes also recorded. This voting outcome confirms stockholder approval of the nominated directors to continue serving on Edible Garden’s Board.

What was the share turnout at Edible Garden’s 2025 annual meeting?

Common stock entitled to vote totaled 3,487,238 shares, and 1,672,976 shares were present or represented by proxy. This indicates a substantial portion of outstanding shares participated directly or by proxy in the voting on directors and equity plan proposals.