Edible Garden fixes produce prices through Jan. 31, 2027

After January 31, 2027, annual price changes require mutual agreement and increases are capped at the lesser of the applicable Producer Price Index increase or 10%.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Edible Garden AG Incorporated entered into a Produce Supply Agreement with Caney Fork Farms, LLC, effective October 15, 2026, for fresh produce purchases for its core herb business and resale, distribution or further processing. Pricing is fixed through January 31, 2027; later annual price changes require mutual agreement, and increases may not exceed the lesser of the percentage increase in the published Producer Price Index applicable to the Products or 10%. Caney Fork must supply minimum weekly volumes under an agreed schedule, while Edible Garden has no general minimum-purchase or take-or-pay obligation. If Edible Garden reduces accepted purchase orders below weekly minimums with less than 90 days' notice, it must, after Caney Fork's mitigation efforts, reimburse losses for produce planted in reliance on orders and packaging made for Edible Garden, or buy back inventory and cover related delivery costs.

The agreement remains in effect through October 15, 2028 and renews automatically for successive one-year terms unless either party gives at least 60 days' non-renewal notice. Edible Garden may terminate immediately if Caney Fork fails food-safety or performance standards; either party may terminate for cause after a 30-day cure period, and either may terminate without cause after October 15, 2028, on 120 days' notice. Edible Garden also has a right of first offer on specified supplier opportunities involving herbs and related products.

Filing Explained

The agreement places title and risk of loss on Edible Garden at pickup, so the company bears inventory losses afterward unless the parties agree otherwise in writing.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Fixed pricing through: January 31, 2027 Maximum annual price increase: 10% Agreement term through: October 15, 2028 +4 more

7 metrics

Fixed pricing through January 31, 2027 Produce Supply Agreement

Maximum annual price increase 10% Increases are capped at the lesser of this amount or the percentage increase in the published Producer Price Index applicable to the Products.

Agreement term through October 15, 2028 The agreement renews automatically for successive one-year terms unless either party gives timely non-renewal notice.

Non-renewal notice At least 60 days Notice before expiration

Advance notice for purchase-order reductions Less than 90 days Applies when Edible Garden reduces accepted purchase orders below weekly minimums.

Cure period for termination for cause 30 days Either party may terminate for cause after the period to resolve a breach.

Notice for termination without cause 120 days Either party may terminate without cause after October 15, 2028.

Key Terms

Producer Price Index, take-or-pay obligation, right of first offer, committed volume and ramp schedule

4 terms

Producer Price Index financial

"percentage increase in the published Producer Price Index applicable to the Products"

A producer price index measures how much prices that domestic producers receive for goods and services change over time, tracking wholesale-level inflation before it reaches consumers. Think of it as a thermometer for upstream price pressure; rising readings can squeeze company profit margins, signal broader inflation that may prompt interest-rate moves, and thus influence bond yields and stock valuations.

take-or-pay obligation financial

"no minimum purchase obligation, take-or-pay obligation"

A take-or-pay obligation is a contract clause that requires a buyer to either take a specified minimum amount of goods or services from a seller or else pay for the agreed amount even if they do not take delivery. It matters to investors because it creates predictable revenue and cash flow for the seller while imposing fixed payment risk on the buyer, similar to a subscription or minimum-usage fee that affects future earnings and balance-sheet exposure.

right of first offer technical

"a right of first offer regarding any proposed opportunities"

A right of first offer is a contractual agreement that requires an owner to offer an asset or stake to a designated party before marketing it to others; the holder gets the first chance to negotiate terms directly with the seller. For investors, it matters because it can limit who can buy or set the sale price path—like getting the first invitation to buy a sought-after item before it goes on general sale, protecting potential access or controlling competition.

committed volume and ramp schedule technical

"weekly supply volume ... guaranteed pursuant to a committed volume and ramp schedule"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When does Edible Garden take ownership and risk of loss for produce from Caney Fork Farms?

Title and risk of loss transfer to Edible Garden when it picks up the Products at Caney Fork's facility, unless the parties modify that arrangement in a further written agreement. Inventory losses arising after the transfer are borne by whoever owns the inventory at that time.

What fresh-herb opportunities are covered by Edible Garden's right of first offer?

The right applies to Caney Fork's proposed opportunities to commercialize, market, sell or supply fresh-cut herbs, potted herbs or hydro basil, and to other specified opportunities involving Products or fresh-cut herbs not currently covered by the agreement. The parties are to negotiate in good faith regarding those items.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 10/22/2026 - 07:16 AM EDT Accepted by SEC EDGAR 10/22/2026 - 07:15 AM EDT

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): October 16, 2026

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 1.01 Entry into a Material Definitive Agreement.

On October 16, 2026, Edible Garden AG Incorporated (the “Company”) entered into a Produce Supply Agreement (the “Supply Agreement”) with Caney Fork Farms, LLC (the “Supplier”), effective as of October 15, 2026, pursuant to which the Company agreed to the general terms and conditions of purchasing certain fresh produce for its core herb business (the “Products”) from the Supplier and reselling, distributing and/or further processing the Products for sale to the Company’s customers. The specific terms for individual transactions, including items, quantities, delivery dates, delivery locations, and payment terms, shall be determined in accepted Purchase Orders (“PO”).

Under the Supply Agreement, the Company and the Supplier agreed to fixed pricing for Products through January 31, 2027. Thereafter, the parties will mutually agree to any annual price changes, provided that no annual price increase will exceed the lesser of (i) the percentage increase in the published Producer Price Index applicable to the Products or (ii) 10%. The weekly supply volume under the Supply Agreement is guaranteed pursuant to a committed volume and ramp schedule (the “Schedule”), and the Supplier is obligated to supply the minimum committed volumes thereunder. If the Company reduces actual PO amounts below the weekly minimum guaranteed amount with less than 90 days’ advance notice, the Company is obligated to pay for any Products planted by Supplier in reasonable reliance on the accepted POs and Schedule, and any packaging on hand made for the Company. Supplier is required to make commercially reasonable efforts to mitigate such losses, after which the Company is required to either reimburse Supplier or buy back the inventory with any related delivery costs at the Company’s expense. With the exception of the aforementioned purchase obligations, the Company has no minimum purchase obligation, take-or-pay obligation or other volume commitment under the Supply Agreement.

Title and risk of loss transfer to the Company upon pickup at Supplier’s facility, subject to modification by further written agreement between the Company and Supplier. Inventory losses arising after the transfer of title and risk shall be borne by the owner at that time.

During the term of the Supply Agreement, the Company has a right of first offer regarding any proposed opportunities of the Supplier to commercialize, market, sell or supply fresh-cut herbs, potted herbs or hydro basil, upon which the parties shall negotiate in good faith regarding such items. The right of first offer applies to all of the Supplier’s opportunities to grow, source, process, manufacture, package, market, distribute, license, commercialize, or sell any Products or other fresh-cut herbs not currently covered by the Supply Agreement.

The Supply Agreement remains in effect until October 15, 2028 and automatically renews for successive one year terms unless either party provides written notice of non-renewal at least 60 days prior to expiration. The Company may immediately terminate the Supply Agreement if the Supplier fails to meet food safety or performance standards under the Supply Agreement. Either party may terminate the Supply Agreement for cause after a 30-day cure period for resolving a breach of the agreement. After October 15, 2028, either party may terminate the Supply Agreement without cause upon 120 days’ prior written notice.

The foregoing description of the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Supply Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1±		Supply Agreement, dated October 16, 2026, by and between Caney Fork Farms, LLC and Edible Garden AG Incorporated.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

±	Certain information has been omitted from this exhibit in reliance upon Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.

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: October 22, 2026	By:	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 SUPPLY AGREEMENT 101.2 KB