cbdMD updates director pay with RSUs and fees
cbdMD, Inc. updated its director compensation program.
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Form Type
8-K
Rhea-AI Filing Summary
cbdMD, Inc. updated its director compensation program. On April 14, 2026, the board granted each independent director and the non-management employee director 1,572 restricted stock units (RSUs) under the 2025 Equity Compensation Plan for the term beginning March 31, 2026. These RSUs vest in four equal quarterly installments on June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, with value based on the common stock closing price on April 14, 2026. The board also set annual cash fees, including a $35,000 retainer per independent director and additional amounts for the board chair and key committee roles.
8-K Event Classification
Item 8.01 — Other Events
1 item
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Director RSU grant: 1,572 RSUs per director
RSU vesting dates: 06/30/26, 09/30/26, 12/31/26, 03/31/27
Independent director retainer: $35,000 per year
+5 more
8 metrics
Director RSU grant
1,572 RSUs per director
Equity compensation for term beginning March 31, 2026
RSU vesting dates
06/30/26, 09/30/26, 12/31/26, 03/31/27
Quarterly vesting schedule for director RSUs
Independent director retainer
$35,000 per year
Annual cash retainer payable monthly
Board Chairman additional fee
$26,500 per year
Incremental annual cash fee for Chairman of the Board
Audit Chair additional fee
$17,000 per year
Incremental annual cash fee for Audit Committee Chairman
Compensation Chair additional fee
$7,000 per year
Incremental annual cash fee for Compensation, Corporate Governance and Nominating Chair
Audit Committee member fee
$8,500 per year
Additional annual fee for Audit Committee members (excluding chair)
Compensation Committee member fee
$4,000 per year
Additional annual fee for Compensation, Corporate Governance and Nominating Committee members (excluding chair)
Key Terms
restricted stock units, 2025 Equity Compensation Plan, independent director, Audit Committee, +2 more
6 terms
restricted stock units financial
"issued each independent director and the non-management employee director 1,572 of the Company restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2025 Equity Compensation Plan financial
"were granted under the Company’s 2025 Equity Compensation Plan"
independent director financial
"issued each independent director and the non-management employee director 1,572"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit Committee financial
"$17,000 for the Chairman of the Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Compensation, Corporate Governance and Nominating Committee financial
"$7,000 for the Chairman of the Compensation, Corporate Governance and Nominating Committee"
annual cash retainer financial
"annual cash retainer of $35,000 payable monthly for each independent director"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What director equity compensation did cbdMD (YCBD) approve in April 2026?
cbdMD granted each independent director and the non-management employee director 1,572 restricted stock units (RSUs) as compensation for the term beginning March 31, 2026. The RSUs were issued under the 2025 Equity Compensation Plan and valued using the April 14, 2026 NYSE American closing price.
How do the cbdMD (YCBD) director RSUs vest under the 2025 plan?
The granted 1,572 RSUs for each eligible cbdMD director vest in four equal quarterly tranches. Vesting dates are June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, aligning with the directors’ service term starting March 31, 2026.
What are the annual cash retainers for cbdMD (YCBD) independent directors?
Each independent director receives an annual cash retainer of $35,000, payable monthly. In addition, the Chairman of the Board receives $26,500, the Audit Committee Chairman receives $17,000, and the Compensation, Corporate Governance and Nominating Committee Chairman receives $7,000 in extra annual fees.
What additional fees do cbdMD (YCBD) committee members receive?
Beyond retainers and chair fees, cbdMD pays extra annual amounts to certain committee members. Audit Committee members, excluding the chairperson, receive an additional $8,500 each, while members of the Compensation, Corporate Governance and Nominating Committee, excluding the chairperson, receive an additional $4,000 each year.
Under which plan were cbdMD (YCBD) director RSUs granted?
The 1,572 RSUs issued to each independent director and the non-management employee director were granted under cbdMD’s 2025 Equity Compensation Plan. The RSU value is tied to the closing price of cbdMD common stock on the NYSE American LLC on April 14, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 14, 2026
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Registrant's telephone number, including area code: (704 ) 445-3060
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(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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Emerging growth company
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If an emerging growth company, indicate by checkmark 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 8.01 Other Events.
On April 14, 2026, the board of directors (the “Board”) of cbdMD, Inc. (the “Company”) issued each independent director and the non-management employee director 1,572 of the Company restricted stock units (the “RSUs”) as compensation for services as a director for the term beginning on March 31, 2026. The RSUs shall vest quarterly on June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027 and were granted under the Company’s 2025 Equity Compensation Plan. The value of restricted common stock issued is based on the closing price of the common stock as reported by the NYSE American LLC on April 14, 2026.
The Board also approved the following annual fees to the independent directors: (i) annual cash retainer of $35,000 payable monthly for each independent director, (ii) an additional $26,500 for the Chairman of the Board, $17,000 for the Chairman of the Audit Committee and $7,000 for the Chairman of the Compensation, Corporate Governance and Nominating Committee, and (iii) an additional $8,500 to the Audit Committee members (excluding chairperson) and $4,000 to the Compensation, Corporate Governance and Nominating Committee members (excluding chairperson).
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.
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cbdMD, Inc.
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Date: April 15, 2026
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By:
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/s/ T. Ronan Kennedy
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T. Ronan Kennedy, Chief Executive Officer and Chief Financial Officer
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