Functional Brands (Nasdaq: MEHA) sets $60k cash for independent directors

Rhea-AI Filing Summary

Functional Brands Inc. updated its leadership compensation arrangements. The board’s Compensation Committee approved an amendment to CEO Eric Gripentrog’s executive employment agreement to extend the vesting schedule for certain previously granted restricted stock units.

The company also executed new independent director agreements with Girard Smith, Lourdes Felix, and Steven Rossi. Each independent director will receive $60,000 in annual cash compensation and an initial stock option grant, to be determined by the board, upon board and stockholder approval of the 2026 Equity Incentive Plan. These options will vest on the grant date and quarterly thereafter, and the agreements include potential additional committee fees and indemnification.

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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): February 17, 2026

Functional Brands Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware		001-42936		85-4094332
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6400 SW Rosewood Street

Lake Oswego, Oregon 97035

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, Including Area Code): (800) 245-8282

N/A

(Former name or former address, if changed since last report.)

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, $0.00001 par value share		MEHA		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.

The description in Item 5.02 below, as it relates to the Executive Employment Agreement Amendment entered into with Mr. Eric Gripentrog, a copy of which is filed herewith as Exhibit 10.1, is incorporated in this Item 1.01 herein by reference.

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

Executive Employment Agreement Amendment

On February 18, 2026, the Compensation Committee of the Board of Directors of Functional Brands Inc. (the “Company”) approved Amendment No. 1 (the “Executive Employment Agreement Amendment”) to the Executive Employment Agreement, dated as of March 1, 2025, by and between the Company and Eric Gripentrog, the Chief Executive Officer of the Company, to provide for extension of the vesting schedule for certain restricted stock units previously approved as compensation for the executive.

The foregoing description of the Executive Employment Agreement Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the form of Executive Employment Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Independent Director Agreements

On February 17, 2026, the Company entered into formal agreements with the Company’s independent directors (the “Independent Director Agreements”), Girard Smith, Lourdes Felix, and Steven Rossi (the “Independent Directors”). Under the Independent Director Agreements, each Independent Director will be entitled to (i) annual cash compensation totaling $60,000 and (ii) receive an initial grant, upon Board and stockholder approval of the Company’s 2026 Equity Incentive Plan, of such number of stock options as may be determined by the Board of Directors of the Company, such options shall vest on the date of grant, and quarterly thereafter. The Independent Directors may also be entitled to annual cash compensation for services on committees of the Board. The Independent Director Agreements also provide for indemnification of each Independent Director by the Company.

The foregoing description of the Independent Director Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the form of Independent Director Agreements, a copy of which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Executive Employment Agreement Amendment between the Company and Eric Gripentrog
10.2		Form of Independent Director Agreements between the Company and each independent director
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

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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.

Date: February 23, 2026	FUNCTIONAL BRANDS INC.
	By:	/s/ Eric Gripentrog
	Name:	Eric Gripentrog
	Title:	Chief Executive Officer

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FAQ

What executive compensation change did Functional Brands (MEHA) make for its CEO?

Functional Brands approved an amendment to CEO Eric Gripentrog’s employment agreement, extending the vesting schedule for certain previously granted restricted stock units. This change adjusts the timing of equity-based compensation without detailing new grant sizes or additional cash pay.

How much annual cash compensation will Functional Brands’ independent directors receive?

Each independent director at Functional Brands will receive $60,000 in annual cash compensation under new agreements. They may also earn additional annual cash fees for serving on board committees, as specified in the independent director agreements executed on February 17, 2026.

What equity incentives will Functional Brands (MEHA) independent directors be granted?

Independent directors will receive an initial stock option grant, with the number of options determined by the board, once the 2026 Equity Incentive Plan is approved. These options vest on the grant date and then quarterly, aligning director compensation with long-term shareholder interests.

Are Functional Brands’ new director stock options contingent on any approvals?

Yes. The initial stock option grants for independent directors depend on board and stockholder approval of Functional Brands’ 2026 Equity Incentive Plan. Only after this plan is approved will the board determine option amounts and issue fully and quarterly vesting options.

Do Functional Brands’ independent director agreements include indemnification?

The independent director agreements provide indemnification for each independent director. This means Functional Brands agrees to protect Girard Smith, Lourdes Felix, and Steven Rossi against certain liabilities arising from their board service, subject to the terms of the agreements and applicable law.

Which exhibits detail the new Functional Brands compensation arrangements?

Exhibit 10.1 contains the form of the Executive Employment Agreement Amendment with CEO Eric Gripentrog. Exhibit 10.2 contains the form of the Independent Director Agreements with each independent director, providing the primary contractual details of these compensation changes.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 FORM OF EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT BETWEEN THE COMPANY AND ERIC GR 8.8 KB
• EX-10.2 FORM OF INDEPENDENT DIRECTOR AGREEMENTS BETWEEN THE COMPANY AND EACH INDEPENDENT 116.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB