[SCHEDULE 13G/A] cbdMD, Inc. SEC Filing

Rhea-AI Filing Summary

cbdMD, Inc. received an updated ownership report from investor Clark R. Crosnoe and related entities on a passive basis. Crosnoe is reported to beneficially own 436,150 common shares, representing 4.9% of the class, through CRC Investment Fund LP, NM 2018 Trust, and AMC Legacy Trust, all of which show shared voting and dispositive power and no sole power.

CRC Investment Fund LP reports beneficial ownership of 361,400 common shares, or 4.1% of the class. NM 2018 Trust reports 56,875 shares (about 0.6%), and AMC Legacy Trust reports 17,875 shares (about 0.2%). The percentages are calculated based on 8,919,410 common shares outstanding as of November 6, 2025, as disclosed in cbdMD’s Form S-1. Crosnoe disclaims beneficial ownership of securities held by the fund and trusts except to the extent of his pecuniary interest, and certifies that the holdings are not for the purpose of changing or influencing control of cbdMD.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

cbdMD, INC.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

12482W409

(CUSIP Number)

12/17/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 12482W409

1

Names of Reporting Persons

CRC Investment Fund LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 361,400.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 361,400.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

361,400.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.1 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: * See footnotes under Item 4

SCHEDULE 13G

CUSIP No. 12482W409

1

Names of Reporting Persons

NM 2018 Trust dated April 4, 2018

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TENNESSEE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 56,875.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 56,875.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

56,875.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.6 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: * See footnotes under Item 4.

SCHEDULE 13G

CUSIP No. 12482W409

1

Names of Reporting Persons

AMC Legacy Trust dated December 21, 2012

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 17,875.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 17,875.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,875.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: * See footnotes under Item 4

SCHEDULE 13G

CUSIP No. 12482W409

1

Names of Reporting Persons

Clark R. Crosnoe

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 436,150.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 436,150.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

436,150.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: * See footnotes under Item 4

SCHEDULE 13G

Item 1.
(a)	Name of issuer: cbdMD, INC.
(b)	Address of issuer's principal executive offices: 2101 Westinghouse Blvd., Suite A Charlotte, North Carolina 28273
Item 2.
(a)	Name of person filing: (i) CRC Investment Fund LP ("CRC LP"), (ii) NM 2018 Trust dated April 4, 2018 ("NM 2018 Trust"), (iii) AMC Legacy Trust dated December 12, 2021 ("AMC Legacy Trust"), (iv) Clark R. Crosnoe
(b)	Address or principal business office or, if none, residence: 4801 W. Lovers Lane Dallas, Texas 75209
(c)	Citizenship: (i) Texas, (ii) Tennessee, (iii) Texas, (iv) United States
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: 12482W409
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See row 9 of the cover pages.
(b)	Percent of class: See row 11 of the cover pages.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See row 5 of the cover pages.
	(ii) Shared power to vote or to direct the vote: See row 6 of the cover pages.
	(iii) Sole power to dispose or to direct the disposition of: See row 7 of the cover pages.
	(iv) Shared power to dispose or to direct the disposition of: See row 8 of the cover pages. Mr. Crosnoe is the sole member of CRC Investment Fund GP, LLC, the general partner of CRC LP., and has investment authority with respect to the securities directly beneficially owned by NM 2018 Trust and AMC Legacy Trust. Mr. Crosnoe disclaims beneficial ownership of securities directly beneficially owned by CRC LP and each of the trusts except to the extent of his pecuniary interest therein. Percent of class owned is based on 8,919,410 outstanding common shares as of November 6, 2025 (as disclosed in the Issuer's Form S-1 filed with the SEC on November 7, 2025).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CRC Investment Fund LP

Signature:	/s/ Clark R. Crosnoe
Name/Title:	Clark R. Crosnoe, Managing Member
Date:	12/19/2025

NM 2018 Trust dated April 4, 2018

Signature:	/s/ Clark R. Crosnoe
Name/Title:	Clark R. Crosnoe, Attorney-in-Fact
Date:	12/19/2025

AMC Legacy Trust dated December 21, 2012

Signature:	/s/ Clark R. Crosnoe
Name/Title:	Clark R. Crosnoe, Attorney-in-Fact
Date:	12/19/2025

Clark R. Crosnoe

Signature:	/s/ Clark R. Crosnoe
Name/Title:	Clark R. Crosnoe
Date:	12/19/2025

FAQ

What ownership stake does Clark R. Crosnoe report in cbdMD (YCBD)?

Clark R. Crosnoe reports beneficial ownership of 436,150 cbdMD common shares, representing 4.9% of the outstanding common stock, with shared voting and dispositive power over these shares.

How many cbdMD (YCBD) shares does CRC Investment Fund LP own?

CRC Investment Fund LP reports beneficial ownership of 361,400 cbdMD common shares, which represents 4.1% of the class, all held with shared voting and shared dispositive power.

What stakes do the NM 2018 Trust and AMC Legacy Trust hold in cbdMD (YCBD)?

The NM 2018 Trust dated April 4, 2018 reports beneficial ownership of 56,875 common shares, or about 0.6% of cbdMD’s common stock. The AMC Legacy Trust dated December 21, 2012 reports 17,875 common shares, or about 0.2% of the class.

On what share count are the ownership percentages for cbdMD (YCBD) based?

The reported ownership percentages are calculated using 8,919,410 cbdMD common shares outstanding as of November 6, 2025, as disclosed in cbdMD’s Form S-1 filed on November 7, 2025.

Does Clark R. Crosnoe have sole or shared voting power over cbdMD (YCBD) shares?

For all reporting persons, including Clark R. Crosnoe, the filings show 0 shares with sole voting and dispositive power and only shared voting and shared dispositive power over the reported cbdMD shares.

Are the cbdMD (YCBD) shares held to influence control of the company?

The certification states that the securities were not acquired and are not held for the purpose of changing or influencing the control of cbdMD, and are not part of any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 240.14a-11.

How does Clark R. Crosnoe describe his beneficial ownership of cbdMD (YCBD) through the fund and trusts?

The filing explains that Crosnoe is the sole member of CRC Investment Fund GP, LLC, the general partner of CRC LP, and has investment authority over the NM 2018 Trust and AMC Legacy Trust. He disclaims beneficial ownership of securities directly owned by CRC LP and the trusts except to the extent of his pecuniary interest.