cbdMD director granted 1,572 restricted stock units

Accepted by SEC EDGAR 04/16/2026 - 08:14 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Raines William F III reported acquisition or exercise transactions in this Form 4 filing.

cbdMD, Inc. director William F. Raines III received a grant of 1,572 restricted stock units, each representing one share of common stock, as compensation for his service on the board. The grant carried no cash purchase price.

The restricted stock units vest in four quarterly installments on June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027, under the company’s 2021 or 2025 Equity Compensation Plan. Following this award, Raines holds 13,676 shares of the company’s common stock directly.

Insider Trade Summary

Grant/Award: 1,572 shares

Grant/Award 1 txn

Insider Raines William F III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,572	$0.00	$0.00

Holdings After Transaction: Common Stock — 13,676 shares (Direct)

Footnotes (1)

1. F1. Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant was exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder as it was approved in advance by the Issuer's Compensation, Corporate Governance and Nominating Committee, which is comprised of three non-employee directors. The restricted stock units vest quarterly on June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027. The restricted stock units were issued under the 2021 or 2025 Equity Compensation Plan as compensation to the Reporting Person for services on the Issuer's Board of Directors.

Key Figures

RSUs granted: 1,572 units Grant price per share: $0.00 per share Shares after transaction: 13,676 shares +1 more

4 metrics

RSUs granted 1,572 units Restricted stock unit award to director on April 14, 2026

Grant price per share $0.00 per share Stated transaction price for RSU grant

Shares after transaction 13,676 shares Director’s direct holdings following RSU grant

Number of vesting dates 4 installments Quarterly vesting through March 31, 2027

Key Terms

restricted stock units, Section 16(b), Rule 16b-3, Equity Compensation Plan, +1 more

5 terms

restricted stock units financial

"Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share"

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.

Section 16(b) regulatory

"The grant was exempt from Section 16(b) under the Securities Exchange Act of 1934"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

Rule 16b-3 regulatory

"by virtue of Rule 16b-3 promulgated thereunder as it was approved in advance"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Equity Compensation Plan financial

"The restricted stock units were issued under the 2021 or 2025 Equity Compensation Plan"

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

non-employee directors regulatory

"Committee, which is comprised of three non-employee directors"

Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.

FAQ

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

What did cbdMD (YCBD) director William F. Raines III receive in this Form 4?

William F. Raines III received 1,572 restricted stock units of cbdMD common stock as board compensation. Each unit represents a right to one share, granted at no cash cost, under the company’s equity compensation plan for director services.

How and when do the cbdMD (YCBD) restricted stock units granted to Raines vest?

The 1,572 restricted stock units vest in four quarterly installments through early 2027. Scheduled vesting dates are June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027, contingent on continued service under cbdMD’s equity compensation plan.

Did cbdMD (YCBD) director Raines buy these shares on the open market?

No, the 1,572 units represent a grant as compensation, not an open-market purchase. They were awarded at a stated price of $0.00 per share under cbdMD’s equity compensation plan, approved by the board’s Compensation, Corporate Governance and Nominating Committee.

What is William F. Raines III’s cbdMD (YCBD) share ownership after this grant?

After the award, William F. Raines III directly holds 13,676 shares of cbdMD common stock. This figure includes the impact of the newly granted 1,572 restricted stock units reported in the Form 4, as disclosed in the post-transaction holdings field.

Under which plan were the cbdMD (YCBD) restricted stock units issued to Raines?

The restricted stock units were issued under cbdMD’s 2021 or 2025 Equity Compensation Plan. They were granted as compensation for Raines’s service on the board of directors and approved in advance by a committee of three non-employee directors.

How is the cbdMD (YCBD) grant to Raines treated under Section 16(b)?

The grant was exempt from Section 16(b) short-swing profit rules under Rule 16b-3. It was approved in advance by cbdMD’s Compensation, Corporate Governance and Nominating Committee, which is composed of three non-employee directors, qualifying it for this exemption.

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

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Raines William F III

(Last) (First) (Middle)

2101 WESTINGHOUSE BLVD. SUITE A

(Street)

CHARLOTTE NORTH CAROLINA 28273

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
cbdMD, Inc. [ YCBD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	04/14/2026		A		1,572	A	$0	13,676	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant was exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder as it was approved in advance by the Issuer's Compensation, Corporate Governance and Nominating Committee, which is comprised of three non-employee directors. The restricted stock units vest quarterly on June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027. The restricted stock units were issued under the 2021 or 2025 Equity Compensation Plan as compensation to the Reporting Person for services on the Issuer's Board of Directors.

	/s/ William Raines III	04/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)